ESBD_524777_1780934671727_ATTACHMENT A - TERMS AND CONDITIONS.pdf

SOAH STANDARD TERMS AND CONDITIONS:

ITEMS BELOW APPLY TO AND BECOME PART OF BID/PURCHASE ORDER/CONTRACT.

ANY EXCEPTIONS MUST BE IN WRITING.

BIDDING REQUIREMENTS. Bidders must comply with all rules, regulations and statutes relating to purchasing in the State of Texas in addition to the requirements of this document. “Vendor” or “Respondent” means any entity that files a Response or Bid (“Bidder”) before an award of a Contract, as well as any entity that is awarded a Contract. The State Office of Administrative Hearings is “SOAH”. As a condition of submitting a bid in response to any solicitation by SOAH, Bidders agree to be bound by the provisions contained in these Standard Terms and Conditions, which shall be incorporated and become enforceable as part of any Contract awarded.

Person signing or submitting a bid must have the authority to bind Bidder in a contract. Bidder should enter Texas Identification Number System (TINS) number, full name, and address of Bidder on the bid.

Any terms and conditions attached to a bid will not be considered unless specifically included as part of the Bidder’s offer. If Bidder takes any exceptions to any provisions of the bid, the exceptions must be specifically and clearly identified in Bidder’s response to the bid, and a proposed alternative must be provided. “Blanket exceptions” are not acceptable, and any exceptions taken by Bidder may result in the contract not being awarded to the Bidder.

BIDDER MUST PRICE PER UNIT SHOWN. Unit prices shall govern in the event of extension errors.

If a price quotation is submitted as part of the bid, the quotation must be referenced on the bid document and signed by the Bidder. Quote Free on Board (FOB) destination, freight prepaid and allowed; otherwise must show exact delivery cost and terms. Bid prices are requested to be firm for SOAH acceptance for 30 days from bid opening date. “Discount from list” bids are not acceptable unless requested. Cash discounts are not considered in determining an award. Cash discounts offered will be taken if earned.

Purchases made for State use are exempt from the State Sales Tax and Federal Excise Tax. Do not include taxes in the bid.

SUBMISSION OF BIDS. The email address for submission of bids is: Purchasing@soah.texas.gov.

Inquiries pertaining to bids must include the bid/offer solicitation number. Bids must be time stamped at SOAH on or before the hour and date specified for the bid opening. Late and/or unsigned bids will not be considered. Bids cannot be altered or amended after opening time. Changes may be made to a bid before opening time. No bid can be withdrawn after opening time without approval by SOAH.

SPECIFICATIONS. Catalogs, brand names, or manufacturer’s references are descriptive only, and indicate type and quality desired. Bids on brands of like nature and quality may be considered unless advertised as a proprietary purchase under Section 2155.067, Tex. Gov’t Code. Bidding should show manufacturer, brand or trade name, and other description of product offered. If other than brand(s) mailto:Purchasing@soah.texas.gov specified is offered, illustrations and/or a complete description of product offered must be included in the bid.

Unless otherwise specified, all goods or items shall be new and unused and of current production. All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC, or NEMA. Manufacturer’s standard warranty shall apply unless otherwise stated in the bid.

Samples, when requested, must be furnished free of expense to SOAH. If not destroyed in examination, they may be returned to the Bidder, on request, at Bidder’s expense. Each sample should be marked with Bidder’s name and address. Do not include samples, unless specified in the bid.

SOAH is not bound by any conduct or statement contrary to the written specifications of this Bid.

DELIVERY. Show number of days required to place material in SOAH’s designated location under normal conditions. Delivery days means calendar days, unless otherwise specified. Failure to state delivery time obligates Vendor to deliver in 14 calendar days. Unrealistic delivery promises may cause bid to be disregarded. If delay is foreseen, Vendor shall give written notice to SOAH. Default in promised delivery or failure to meet specifications authorizes SOAH to purchase supplies elsewhere and charge the full increase, if any, in cost and handling to defaulting Vendor. Delivery shall be made during 8:00 a.m. to 5:00 p.m., Monday through Friday, except regularly observed state or federal holidays, unless prior approval has been obtained from SOAH. No substitutions or cancellations permitted without written approval of SOAH. Receipt of goods or service does not constitute acceptance.

INSPECTION AND TESTS. All goods will be subject to inspection and test by SOAH. SOAH shall have access upon request to Vendor’s (or the supplier’s) place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid and/or on samples taken from regular shipment. All costs for return, restocking, or replacement shall be borne by the Vendor in the event products tested fail to meet or exceed all conditions and requirements of the specification. Goods delivered and rejected in whole or in part may, at SOAH’s option, be returned to the Vendor or held for disposition, both at Vendors expense. Latent defects may result in revocation of acceptance, termination of this Contract, and any other remedies against Vendor available to SOAH.

AWARD. Except as otherwise allowed or required by law, SOAH may make an award on the basis of best value in accordance with Sections 2155.074-.075, 2155.125, and/or 2157.003, Tex. Gov’t Code. SOAH may reject any and all bid items; waive minor technicalities; or award the bid that best serves the interests of SOAH. In the event of tie bids with an Invitation for Bids, lots may be drawn to break the tie unless the application of preferences under 34 Tex. Admin. Code Section 20.306 resolves the tie.

AWARD OF CONTRACT. A response to this invitation for bid is an offer to contract based upon the terms, conditions, and specifications contained herein. Bids do not become a Contract until they are accepted through the execution of a purchase order between SOAH and the awarded Bidder (Contractor).

PAYMENT. Vendor shall submit invoices to Finance@soah.texas.gov or mail to State Office of Administrative Hearings, P.O. Box 13025, Austin, Texas 78711-3025. Invoice must include SOAH purchase order number. SOAH will incur no penalty for late payment if payment is made in 30 or fewer days from receipt of goods or services or receipt of a correct invoice, whichever is later. Payments will be made in accordance with Chapter 2251, Tex. Gov’t Code.

TAX IDENTIFICATION INFORMATION REQUIRED. As a prerequisite to SOAH’s ability to process any payments to Contractor under this Contract, Contractor shall provide SOAH with required tax and payee identification information in the form of a completed “Application for Texas Identification Number” (available on the Comptroller of Public Accounts’ website at:

https://fmx.cpa.texas.gov/fm/pubs/payment/payee_setup/?s=forms_payee_maint&p=app_tin). If Contractor has previously completed the required documentation to obtain a Texas Identification Number (TIN) prior to the effective date of this Contract, Contractor may satisfy this requirement by providing the SOAH with Contractor’s current TIN, name, and address to permit the SOAH to verify registration in the TINS System with the Texas Comptroller of Public Accounts.

REFUND. Vendor will promptly refund or credit within thirty (30) calendar days any funds erroneously paid by SOAH which are not expressly authorized under the Contract.

TAXES. Purchases made for State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. SOAH will furnish Tax Exemption Certificates upon request. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from the contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Vendor or its employees. SOAH shall not be liable for any taxes resulting from the contract.

VENDOR ACCESS. Vendor shall comply with all access routes, entrance gates or doors, parking and storage areas, and other necessary Vendor access, along with any imposed time limitations, as designated by SOAH.

CONFLICTS OF INTEREST; DISCLOSURE OF CONFLICTS; DISCLOSURE OF INTERESTED

PARTIES. Vendor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to SOAH under any Contract resulting from this Bid, and that Vendor’s provision of the requested goods or services will not reasonably create an appearance of impropriety. Vendor has a continual and ongoing obligation to immediately notify SOAH in writing, upon discovery of any actual or potential conflict. In addition, Section 2252.908, Tex. Gov’t Code, and the administrative rules of the Texas Ethics Commission (TEC) at Title I, Chapter 46 of the Tex. Admin.

Code, require certain contractors to file a Disclosure of Interested Parties Form 1295 (Form 1295) with the TEC and SOAH. SOAH may require the Vendor to complete and file the Form 1295 at the time of Contract execution and/or prior to the execution of any amendment of the Contract.

mailto:Finance@soah.texas.gov https://fmx.cpa.texas.gov/fm/pubs/payment/payee_setup/?s=forms_payee_maint&p=app_tin

NO FELONY CONVICTIONS. Vendor represents that neither Vendor nor any of its employees, agents, or representatives who will be assigned to perform work for SOAH under the Contract, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense, or that if such a conviction has occurred Vendor has fully advised SOAH in writing of the facts and circumstances surrounding the conviction(s).

LEGAL OR REGULATORY ACTIONS. Vendor represents and warrants that it is not aware of and has not received notice of any court or governmental agency actions, proceedings, or investigations pending or threatened against it or any of its employees, agents, and representatives who will be assigned to perform work for SOAH under this Contract, including any subcontractors, or that if so Vendor has fully advised SOAH in writing of the facts and circumstances surrounding the legal or regulatory action(s). Vendor shall promptly notify SOAH of any changes under this provision throughout the solicitation period and during the term of any resulting Contract.

DELINQUENT CHILD SUPPORT OBLIGATION. Under Section 231.006, Tex. Fam. Code, the Vendor certifies that the individual or business entity named in this Bid or Contract 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 remedies.

HUMAN TRAFFICKING PROHIBITION. Under Section 2155.0061, Tex. Gov’t Code, the Vendor certifies that the individual or business entity named in this Response or 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.

PRIOR DISASTER RELIEF VIOLATION. SOAH is prohibited from awarding a contract to any person who, in the past five (5) years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004, Tex. Gov’t Code, occurring after September 24, 2005. Under Sections

2155.006 and 2261.053, Tex. Gov’t Code, Vendor certifies that it is not ineligible from entering into this Contract and acknowledges that the Contact may be terminated, and payment withheld, if this certification is inaccurate.

FINANCIAL PARTICIPATION PROHIBITED. Pursuant to Section 2155.004(a), Tex. Gov’t Code, Vendor certifies that neither Vendor nor any person or entity represented by Vendor has received compensation from SOAH to participate in the preparation of the specifications or solicitation on which this Response or Contract is based. Under Section 2155.004(b), Tex. Gov’t Code, Vendor certifies that the individual or business entity named in this Response or Contract is not ineligible to receive the specified contract and acknowledges that the Contract may be terminated, and payment withheld, if this certification is inaccurate.

DECEPTIVE TRADE PRACTICES; UNFAIR BUSINESS PRACTICES. Vendor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under

Chapter 17, Tex. Bus. & Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that the Vendor has not been found to be liable for such practices in such proceedings. Vendor certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit, and that such officers have not been found to be liable for such practices in such proceedings.

CERTIFICATION OF GOOD STANDING; DELINQUENT TAXES. Vendor certifies that it is in good standing under the laws of the state in which it was formed or organized, and if requested, will provide SOAH with documentation. Vendor certifies that it owes no delinquent taxes to any taxing unit of this State at the start date of this Contract. Vendor agrees to remain in good standing with the Texas Secretary of State, the Texas Comptroller of Public Accounts, and related state or federal governmental bodies related to Vendor’s right to conduct its business in Texas during the term of this Contract.

TEXAS BIDDER AFFIRMATION. Vendor certifies that if a Texas address is shown as the address of the Vendor on this Response, Vendor qualifies as a Texas Bidder as defined in Section 2155.444(c), Tex.

Gov’t Code.

BUY TEXAS. If Vendor is authorized to make purchases under this Contract, it certifies that it will buy Texas products, services, and materials when available at a comparable price and in a comparable period of time in accordance with Section 2155.4441, Tex. Gov’t Code.

IRAN, SUDAN, OR FOREIGN TERRORIST ORGANIZATION. Vendor certifies that it: (1) is not a Listed Company, as identified by the Texas Comptroller of Public Accounts; (2) is not engaged in “scrutinized business operations” as defined by Section 2270.0052, Tex. Gov’t Code; and (3) does not have contracts with or provide supplies or services to a “foreign terrorist organization” as defined by Section 2252.151(2), Tex. Gov’t Code.

EXCLUDED PARTIES. Vendor certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.

ISRAEL BOYCOTTS. Pursuant to Section 2271.002, Tex. Gov’t Code, Vendor certifies that either (1) it meets an exemption criteria under Section 2271.002; or (2) it does not boycott Israel and will not boycott Israel during the term of the Contract. Vendor shall state any facts that make it exempt from the boycott certification in its Response.

ENERGY COMPANY BOYCOTTS. 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, Tex. Gov’t Code, does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Vendor shall promptly notify SOAH.

FIREARMS INDUSTRY DISCRIMINATION. Vendor certifies that: (1) it does not, and will not for the duration of the Contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; or (2) the verification required by Section 2274.002, Tex.

Gov’t Code, does not apply to the Contract. If circumstances relevant to this provision change during the course of the Contract, Vendor shall promptly notify SOAH.

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 would make Vendor ineligible for a State-funded contract.

RELATIONS WITH FOREIGN NATIONS. Pursuant to GA-48, Vendor certifies that it is not listed in Section 889 of the 2019 National Defense Authorization Act (NDAA) or Section 1260H of the 2021 NDAA. Vendor certifies that it is not owned by the government of a country on the foreign adversaries list under 15 C.F.R. Sec. 791.4 or controlled by any governing or regulatory body located in a country on the foreign adversaries list.

DEALINGS WITH PUBLIC SERVANTS. 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, in accordance with Section 2155.003, Tex. Gov’t Code.

FORMER EXECUTIVE HEAD, STATE OFFICER AND EMPLOYEES OF SOAH. Vendor certifies that it is compliant, and will remain in compliance during the Contract term, with Section 669.003 (Contracting with Executive Head of State Agency), Section 2252.901 (Contracts with Former or Retired Agency Employees), and Section 572.069 (Prohibiting Employment within two years of Former State Officer or Employee who participated in procurement of goods or services), Tex. Gov’t Code.

PRIOR STATE EMPLOYMENT/CONSULTING SERVICES. If Vendor’s bid or Contract relates to consulting services, then in accordance with Section 2254.033, Tex. Gov’t Code, Vendor certifies that it does not employ an individual who has been employed by SOAH or another agency at any time during the two (2) years preceding the submission of the Response or, in the alternative, Vendor has disclosed in its Response the following: (i) the nature of the previous employment with SOAH 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.

IMMIGRATION/AUTHORIZATION TO WORK. Vendor represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act (8 U.S.C. § 1101 et seq.) and all subsequent immigration laws and amendments. Vendor shall not place any employee of Vendor at a worksite, nor shall Vendor permit any employees, nor any employee of its subcontractors to perform any work on behalf of, or for the benefit of, SOAH without first ensuring said employee’s authorization to lawfully work in the U.S.

U.S. DEPARTMENT OF HOMELAND SECURITY’S E-VERIFY SYSTEM. Vendor certifies that for contracts for services, Vendor shall utilize the U.S. Department of Homeland Security’s E-Verify system during the term of the Contract to determine the eligibility of: (1) all persons employed by Vendor to perform duties within Texas; and (2) all persons, including subcontractors, assigned by Vendor to perform work pursuant the Contract within the U.S.

COMPLIANCE WITH LICENSING, PERMITTING, AND REGULATORY BODIES. Vendor certifies that it has or will obtain all licenses, certifications, permits and authorizations necessary to perform its obligations under this Contract, without costs to SOAH. Vendor shall comply with any applicable federal, state, county, local and municipal laws, ordinances, resolutions, codes, decisions, orders, rules, and regulations, in connection with its obligations under this Contract.

AMERICANS WITH DISABILITIES ACT (ADA) AND EQUAL EMPLOYMENT OPPORTUNITY

(EEO). Vendor represents and warrants its compliance with the requirements of the federal ADA and EEO laws and regulations, as well as all applicable state laws.

ANTITRUST. Vendor represents and warrants that, in accordance with Section 2155.005, Tex. Gov’t 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, Tex. Bus. & 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.

SUSPENSION AND DEBARMENT. Vendor certifies that the offering entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity. Entities ineligible for federal procurement are listed at http://www.sam.gov.

PERFORMANCE WARRANTY. All work performed under this Contract shall be in accordance with applicable terms and conditions of this Contract and of local codes and ordinances and any other authority having lawful jurisdiction. Vendor shall guarantee all work included in this Contract against any defects in workmanship and shall satisfactorily correct, at no cost to SOAH, any such defect that may become apparent within a reasonable time period after completion of work. The warranty period shall commence upon the date of acceptance by SOAH.

MATERIAL WARRANTY. All material furnished under this Contract is guaranteed by Vendor to be in compliance with this Contract, fit and sufficient for the purpose intended, new and free from defects.

Materials furnished under this Contract shall be the latest improved product in current production, as offered to commercial trade, and shall be of quality material. Used, shopworn, demonstrator, prototype, http://www.sam.gov/ reconditioned, or discontinued products or material are not acceptable. The warranty period for Vendor-provided materials shall be for a reasonable time period after completion of the installation or within the manufacturer’s warranty, whichever is longer. The warranty period shall commence upon date of acceptance by SOAH.

WARRANTY ON SAFETY AND HEALTH REQUIREMENTS. Vendor represents and warrants that the services provided under this Contract comply with all applicable federal health and safety standards, including, but not limited to, OSHA, Texas health and safety standards, and/or local law or regulation.

PRICING WARRANTY. Notwithstanding any other provision of any Contract resulting from this Bid, Vendor warrants that, for a period of one (1) year, the prices, services, terms, and conditions for the goods or services provided by Vendor will at all times remain comparable to or more favorable than the prices, services, terms, and conditions offered by Vendor to any of its customers during the applicable period.

USE AND PAYMENT OF SUBCONTRACTORS. Vendor may not subcontract any or all of the work and/or obligations under the Contract without prior written approval of SOAH. Any subcontracts entered into by Vendor for performance under this Contract shall be in writing and subject to all requirements of this Contract. Vendor expressly understands that SOAH is in no manner liable to any subcontractors of Vendor and that the use of subcontractors does not relieve Vendor of any responsibilities under this Contract. As provided by Section 2251.022, Tex. Gov’t Code, Vendor shall pay a subcontractor its appropriate share of a payment received by SOAH not later than the tenth (10th) day after the date Vendor received payment.

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

LIMITATION ON AUTHORITY. Vendor shall have no authority to act for or on behalf of SOAH or the State of Texas except as expressly provided for in the Contract; no other authority, power or use is granted or implied. Vendor may not incur any debt, obligation, expense, or liability of any kind on behalf of SOAH or the State of Texas.

VENDOR IS INDEPENDENT CONTRACTOR. Vendor shall render the goods, services, and requirements under this Contract as an independent contractor. Employees and contractors of Vendor are not employees of SOAH or the State of Texas by virtue of this Contract or otherwise within the meaning of any federal, state, or local law, ordinance, or regulation. Vendor agrees it is entirely responsible for the payment of Vendor’s and Vendor’s employees’ taxes, unemployment and workers’ compensation insurance, and Vendor agrees to comply with all state and federal laws applicable to any such persons.

NO IMPLIED WAIVER. No provision of the Contract shall constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to SOAH as an agency of the State of Texas or otherwise available to SOAH. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses, remedies, or immunities detailed in the Contract or otherwise available to SOAH by law will not constitute a waiver of said privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

NO THIRD-PARTY BENEFICIARIES. Nothing contained in the Contract, either expressed or implied, is intended to confer on any person other than the Parties, or their respective permitted successors, assigns, transferees or delegates, any interests, rights, remedies, obligations, or liabilities pursuant to, or by reason of, this Contract.

NO ASSIGNMENT. Vendor may not assign the Contract or assign, transfer, or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract without the prior written consent of SOAH, and any attempted or purported assignment, transfer or delegation thereof without such consent shall be null and void.

NO EXCESS OBLIGATIONS/FUNDING OUT. Vendor understands that all obligations of SOAH under the Contract shall not be construed to create a debt on behalf of SOAH or the State of Texas in violation of Article III, Section 49a of the Texas Constitution, and that contract payments are subject to the availability of appropriated State funds. If such funds are not appropriated or become unavailable, the Contract may be terminated by SOAH without penalty. Vendor understands and agrees that the funds, if any, received from SOAH are limited by the term of each state biennium and by specific appropriation authority to and the spending authority of SOAH for the purpose of this Contract. Notwithstanding any other provision of this Contract, if SOAH is not appropriated the funds or if SOAH does not receive the appropriated funds, or if the funds appropriated to SOAH are required to be reallocated to fund other state programs or purposes, then SOAH may terminate the Contract without cost or penalty.

PUBLIC INFORMATION ACT. Information, documentation, and other material in connection with this solicitation or any resulting Contract may be subject to public disclosure pursuant to Chapter 552, Tex. Gov’t Code (the “Public Information Act”). In accordance with Section 2252.907, Tex. Gov’t Code, Vendor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Public Information Act, available in a format that is accessible by the public at no additional charge to the State.

CONTRACTING INFORMATION RESPONSIBILITIES. If Vendor’s Bid or Contract involves a qualifying expenditure of at least $1 million in public funds for the purchase of goods or services under Section 552.372(a), Tex. Gov’t Code, Vendor represents and warrants that it will comply with the requirements of Subchapter J, Chapter 552, Tex. Gov’t Code, relating to public information requests for contracting information that is in the custody or possession of the Vendor. Vendor agrees that the Contract can be terminated if the Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

CONFIDENTIALITY AND SECURITY. Vendor must maintain and protect any information it receives, compiles, or creates as a result of the Contract in accordance with any applicable federal, state, or local laws and regulations. Unless required by law to disclose, Vendor agrees to maintain the confidentiality of information received from SOAH or the State during the performance of this Contract, including, but not limited to: sensitive personal information, personally identifying information, personal financial information, financial account numbers, account access information, computer passwords, social security numbers, or information that is confidential by law or otherwise subject to a lawful exception from disclosure. In the event of an unauthorized acquisition, use, or disclosure of SOAH information by the Vendor, its employees, representatives, subcontractors or other agents in the performance of Vendor’s duties, the Vendor shall: (1) immediately notify SOAH in writing; (2) assume and comply with any applicable remedial requirements required by SOAH or applicable law; (3) bear all costs of such compliance and remediation; and (4) provide SOAH with information regarding the breach and the progress of any remedial efforts if requested. Upon request by SOAH, Vendor, Vendor’s employees, agents, and subcontractors may be required to execute additional information security or non-disclosure agreements as deemed necessary by SOAH.

CYBERSECURITY TRAINING. If Vendor will have access to any State computer system or database, Vendor shall complete cybersecurity training and verify completion of the training program to SOAH pursuant to and in accordance with Section 2054.5192, Tex. Gov’t Code.

TX-RAMP COMPLIANCE. To the extent that Vendor’s Bid or Contract relates to the purchase of cloud-based computing services, Vendor represents and warrants that it complies with the requirements of the Texas State Risk and Authorization Management Program, and Vendor 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 in accordance with Section 2054.0593(d)-(f), Tex. Gov’t Code.

ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY STANDARDS. Products provided by Vendor must comply with the State accessibility requirements for electronic and information resources specified in Title 1, Chapter 213, Tex. Admin. Code when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation.

DATA MANAGEMENT SECURITY CONTROLS. If Vendor’s Bid or Contract authorizes or requires Vendor to access, transmit, use, or store data for SOAH, then in accordance with Section 2054.138, Tex.

Gov’t Code, Vendor certifies that it will comply with the security controls required under this Contract and will maintain records and make them available to SOAH as evidence of Vendor’s compliance with the required controls.

DISASTER RECOVERY PLAN FOR AGENCY RECORDS. If Vendor’s Bid or Contract authorizes or requires Vendor to protect, maintain, or store State agency records, then upon request of SOAH, Vendor shall provide copies of its most recent business continuity and disaster recovery plans as to the protection and recovery of SOAH records.

PROPERTY RIGHTS. For purposes of the Contract, the term “Work” is defined as all work papers, work products, materials, approaches, designs, specifications, systems, software, programs, source code, documentation methodologies, concepts, intellectual property or other property developed, produced or generated in connection with the services provided under the Contract. SOAH and Vendor intend this agreement to be a contract for the services and each considers the Work and any and all documentation or other products and results of the services to be rendered by Vendor to be a work made for hire. Vendor and Vendor’s employees will have no rights in or ownership of the Work and any and all documentation or other products and results of the services or any other property of SOAH. Vendor acknowledges and agrees that the Work (and all rights therein) belongs to and shall be the sole and exclusive property of SOAH. If for any reason the Work would not be considered a work-for-hire under applicable law, Vendor does hereby sell, assign, and transfer to SOAH, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Vendor agrees to execute all papers and to perform such other property rights, as SOAH may deem necessary to secure for SOAH or its designee the rights herein assigned. In the event that Vendor has any rights in and to the Work that cannot be assigned to SOAH, Vendor hereby grants to SOAH an exclusive, worldwide, royalty-free, irrevocable, and perpetual license to directly and indirectly reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, such rights to make, have made, use, sell and offer for sale any products developed by practicing such rights, and to otherwise use such rights, with the right to sublicense such rights through multiple levels of sublicenses. No later than the first calendar day after the termination or expiration of the Contract or upon SOAH’s request, Vendor shall deliver to SOAH all completed, or partially completed, Work and any and all documentation or other products and results of the services. Failure to timely deliver such Work or any and all documentation or other products and results of the services will be considered a material breach of the Contract. Vendor will not make or retain any copies of the Work or any and all documentation or other products and results of the services without the prior written consent of SOAH.

USE OF STATE PROPERTY. Vendor is prohibited from using State Property for any purpose other than performing Services authorized under the Contract. State Property includes, but is not limited to:

SOAH’s office space, identification badges, SOAH information technology equipment and networks (e.g., laptops, portable printers, cell phones, iPads, external hard drives, data storage devices, any SOAH-issued software, and the SOAH Virtual Private Network (VPN client)), and any other resources of SOAH. Vendor shall not remove State Property from the continental United States. In addition, Vendor may not use any computing device to access SOAH’s network or e-mail while outside of the continental United States. Vendor shall not perform any maintenance services on State Property unless the Contract expressly authorizes such services. During the time that State Property is in the possession of Vendor, Vendor shall be responsible for: (i) all repair and replacement charges incurred by SOAH that are associated with loss of State Property or damage beyond normal wear and tear; and (ii) all charges attributable to Vendor’s use of State Property that exceeds the Contract scope. Vendor shall fully reimburse such charges to SOAH within ten (10) calendar days of Vendor’s receipt of SOAH’s notice of amount due. Use of State Property for a purpose not authorized by the Contract shall constitute breach of contract and may result in termination of the Contract and the pursuit of other remedies available to SOAH under contract, at law, or in equity.

LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY. The Vendor shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Vendor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to this Contract, if any. The Vendor shall notify SOAH in writing of any such damage within one (1) calendar day.

RIGHT TO AUDIT, ACCOUNTING, RECORDS ACCESS. Vendor shall, at Vendor’s expense, promptly provide access to, inspection of, and reproduction of all paper and electronic records, reports, data, files, software, books, documents, accounting procedures, practices, or any other items relevant to the performance of this Contract to SOAH, auditors of the State of Texas, or such other persons or entities designated by SOAH. Vendor will direct any of its subcontractors to likewise permit access to, inspection of, and reproduction of any Records of Vendor’s subcontractor(s) that pertain to this Contract.

The Texas State Auditor’s Office (State Auditor) may, in accordance with Section 2262.154, Tex. Gov’t Code, conduct an audit or investigation of any entity receiving funds from the State directly under the Contract or indirectly through a subcontract under the Contract. The 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, under the direction of the Texas Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Under the direction of the Texas Legislative Audit Committee, an entity that is the subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit. Vendor further agrees to cooperate fully with the State Auditor. Vendor shall ensure that this requirement concerning the authority to audit funds received indirectly by subcontractors from Vendor and the requirement to cooperate is with an audit is included in any subcontract Vendor awards.

RECORDS RETENTION. Vendor shall maintain adequate records to support its charges, procedures and performances for all work related to this Contract and retain those Records for a period of seven (7) years after the later of the date of the final payment or the resolution of any audit, dispute, litigation, or the settlement of claims arising out the Contract.

NEWS OR MEDIA RELEASES, ADVERTISEMENTS, AND PUBLICITY. Vendor may not make any news or media releases, public announcements, or public disclosures, nor will it have any conversations with representatives of the news media, pertaining to this Contract, without the prior written approval of SOAH. Vendor may not use SOAH’s name, seal, or other likeness in any such releases, announcements, or disclosures without the prior written approval of SOAH.

TRAVEL. Unless otherwise expressly agreed in writing by SOAH, any travel or per diem required by Vendor to perform its obligations under this Contract is at Vendor’s expense.

FORCE MAJEURE. Neither Vendor nor SOAH shall be liable to the other for any delay in, or failure of performance, of any requirement included in this Contract caused by force majeure. The existence of such causes of delay or failure shall extend the time required for performance until after the causes of delay or failure have been removed provided the non-performing party exercises reasonable due diligence to perform. Force majeure includes an act of God, war, terrorist act, riots or civil commotion, catastrophic accident, fire, flood, hurricane, tornado, severe weather, prolonged power outage, epidemic or pandemic illness, quarantine, governmental or regulatory actions, local or national emergency, or other causes of like kind that are beyond the reasonable control of either party and which, by the exercise of reasonable due diligence, could not have been prevented, avoided, or overcome by the party invoking this provision, whether or not similar to any of the foregoing events of force majeure. The party claiming force majeure must inform the other party in writing within ten (10) days of such force majeure, and exercise due diligence to overcome such force majeure. If non-performance continues for more than 30 calendar days, SOAH may terminate this Contract, in whole or in part, by giving written notice to Vendor.

INSURANCE AND OTHER SECURITY. Vendor represents and warrants that during the term of this Contract, Vendor will maintain: (1) Standard Workers’ Compensation Insurance in accordance with statutory limits covering all personnel who will provide services under this Contract; and (2) Commercial General Liability Insurance, personal injury and advertising injury with, at a minimum, the following limits: $500,000 minimum each occurrence; $1,000,000 per general aggregate. Vendor shall provide proof of insurance to SOAH within seven (7) days of its written request. To the extent that Vendor does not have or maintain insurance or does not have or maintain insurance as required, Vendor acknowledges and agrees that Vendor will be solely responsible for any losses or damages related to or caused by the Vendor’s performance of its duties and obligations under this Contract. SOAH will have no obligation to reimburse or otherwise pay Vendor for any costs incurred related to any such losses or damages.

TERMINATION FOR CONVENIENCE OF SOAH. SOAH may, at its sole discretion, terminate this Contract, without recourse, liability, or penalty against SOAH by providing written notice to Vendor and stating the effective date of such termination.

TERMINATION FOR CAUSE. In the event Vendor fails to perform or comply with an obligation of the terms, conditions, and provisions of this Contract, or if Vendor is in default of this Contract and after SOAH has given Vendor an opportunity to cure and the Vendor has failed to cure, SOAH may, upon written notice to Vendor, terminate this Contract for Cause by providing written notice to Vendor and stating the effective date of such termination.

LIABILITY UPON TERMINATION. If this Contract is terminated for any reason, SOAH and the State of Texas shall not be liable to Vendor for any damages, claims, losses, or any other amounts arising from or related to any such termination absent an award, if applicable, under Chapter 2260, Tex. Gov’t Code.

INFORMAL MEETINGS AND DISPUTE RESOLUTION. The parties’ representatives will meet as needed to implement the terms of this Contract and will make a good faith attempt to informally resolve any disputes. The dispute resolution process set forth in Chapter 2260, Tex. Gov’t Code, shall be used as the sole and exclusive process to resolve any claim for breach of this Contract made by Vendor. Vendor shall not be excused from performance during any pending dispute, unless approved in writing by SOAH.

SURVIVAL OF PROMISES. Expiration or termination of this Contract for any reason, does not release Vendor from any liability or obligation pertaining to return of funds, confidentiality, limitation of liability, indemnification, audit rights, public information, records retention, dispute resolution, sovereign immunity, governing law, and venue.

APPLICABLE LAW AND VENUE. Any Contract resulting from this Bid, solicitation, or purchase order is made and entered into in the State of Texas, and all disputes arising out of or relating to the Contract and/or the Work Orders will be governed by the laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or requirements. Vendor further agrees that any litigation arising out of or in any way relating to any Contract will be commenced exclusively in the state district courts of Travis County, Texas. Vendor thus hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the state district courts of Travis County, Texas for the purpose of prosecuting and/or defending such litigation.

NO WAIVER OF IMMUNITY. No part of this Contract, nor the conduct or statement of any person, will be construed as a waiver of sovereign immunity or official immunity, or of any of the privileges, rights, defenses, remedies, or immunities available to SOAH, or the State of Texas, or their officers, employees, or agents as provided by law.

INDEMNIFICATION. VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS

THE STATE OF TEXAS AND SOAH, 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 VENDOR 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 VENDOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS

STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY

NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. VENDOR

AND SOAH AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF

ANY SUCH CLAIM.

FALSE STATEMENTS; BREACH OF REPRESENTATIONS. Vendor represents and warrants that all statements and information prepared and submitted in this document are current, complete, true, and accurate. If Vendor signs or submits a bid with a false statement or it is subsequently determined that Vendor has violated any of the representations, warranties, guarantees, certifications, or affirmations included herein, Vendor shall be in default under this Contract. SOAH may terminate any resulting contract for cause and pursue other remedies available under this Contract and applicable law.

NO ADDITIONAL TERMS. Any additional or contrary terms and conditions attached to Vendor’s Bid, or Response, will not be considered as part of any resulting Contract unless specifically incorporated in writing by SOAH.

SEVERABILITY. If any provision of the Contract is construed to be illegal or invalid, such construction will not affect the legality or validity of any of its other provisions. The illegal or invalid provision will be deemed severable and stricken from the Contract as if it had never been incorporated herein, but all other provisions will continue in full force and effect.

SIGNATURE AUTHORITY. By submitting the Response, Vendor represents and warrants that the individual submitting this document and the documents made part of this Response is authorized to sign such documents on behalf of the Vendor and to bind the Vendor under any Contract that may result from the submission of this Response.

ENTIRE AGREEMENT. The terms and conditions set forth herein and any identified attachments constitute the entire agreement of the parties (the Contract). Any change must be agreed to, be in writing, and signed by SOAH.