EXECUTION OF PROPOSAL

RFP 542-26-003 Fraud, Waste and Abuse Reporting Services

Attachment A

This Form Must be Completed, Signed, and Returned with the Proposal. Failure to Sign and Return This Form May

Disqualify the Proposal.

RESPONDENT ACKNOWLEDGEMENT: The Respondent does hereby acknowledge that it can meet all requirements as stated and also acknowledges the receipt, review, and acceptance of the Request for Proposal in its Proposal. Any exceptions to the scope of services, terms, conditions, and requirements have been explicitly set forth in the Respondent’s

Proposal.

By signing this Execution of Proposal, the Respondent:

1. Offers and agrees to furnish the services at the prices quoted and comply with all terms, conditions and requirements set forth in this RFP.

2. Affirms that it has not given, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with the submitted proposal. Failure to sign hereon, or signing with a false statement, shall void the submitted proposal or any resulting contracts, and the Respondent shall be removed from all proposal lists at CPRIT.

3. Certifies that it is not currently delinquent in the payment of any franchise taxes due under Chapter 171, Texas Tax

Code, or that the corporation is exempt from the payment of such taxes, or that the corporation is an out-of-state corporation that is not subject to the Texas franchise tax, whichever is applicable. A false certification shall be deemed a material breach of contract and, at CPRIT's option, may result in cancellation of any resulting contract or purchase order.

4. Certifies that neither the Respondent nor anyone acting for Respondent has violated the antitrust laws of the State or the Federal antitrust laws, nor communicated directly or indirectly the proposal made to any competitor or any other person engaged in such line of business.

5. Pursuant to Texas Government Code § 2155.004, certifies that the individual or business entity named in the proposal is not ineligible to receive the specified contract and acknowledges that the contract may be terminated and/or payment withheld if this certification is inaccurate.

6. Pursuant to Texas Family Code § 231.006, certifies that the individual or business entity named is not ineligible to receive the specified grant, loan, or payment and acknowledges that the contract may be terminated, and payment may be withheld if this certification is inaccurate.

As required by Texas Family Code § 231.006, a bid or proposal for a contract, grant or loan paid from State funds must include the name and Social Security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the proposal. CPRIT will use the Social Security number only for the purposes of complying with the provisions of Texas Family Code

§ 231.006, and, if Respondent is a sole proprietor, with Federal tax law. Note: Respondents that have pre-registered this information on the Texas Comptroller of Public Accounts Centralized Master Bidders List (CMBL) have already satisfied this requirement.

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

7. Pursuant to Texas Government Code §§ 2107.008 and 2252.903, agrees that any payments owing to Respondent under any resulting contract may be applied to any debt or delinquent taxes that Respondent owes the State of

Texas or any agency of the State of Texas, until such debt or delinquent taxes are paid in full.

8. Certifies that all statements and information prepared and submitted in response to this RFP are current, complete, and accurate.

9. Certifies that the individual signing this Execution of Proposal and the documents made part of the proposal is authorized to sign such documents on behalf of Respondent and to bind Respondent under any contract that may result from the submission of a proposal.

10. Certifies that if a Texas address is shown as the address of the Respondent, the Respondent qualifies as a Texas

Resident Bidder as defined in Texas Administrative Code, Title 34, Part 1, Chapter 20.

11. Certifies that (a) no relationship, whether by relative, business associate, capital funding agreement or by any other such kinship exist between Respondent and an employee of CPRIT, (b) Respondent has not been an employee of

CPRIT within the immediate twelve (12) months prior to the RFP response, and (c) no member of CPRIT Oversight

Committee/Governing Board has a financial interest in Respondent. All such disclosures will be subject to administrative review and approval prior to CPRIT entering into any contract with Respondent.

12. Affirms that it has not received compensation for participation in the preparation of the specifications for this RFP.

13. Signifies its compliance with all federal laws and regulations pertaining to equal employment opportunities.

14. Acknowledges and agrees that (1) this RFP is a solicitation for proposal and is not a contract or an offer to contract; (2) the submission of a proposal by Respondent in response to this RFP will not create a contract between CPRIT and Respondent; (3) CPRIT has made no representation or warranty, written or oral, that one or more contracts with CPRIT will be awarded under this RFP; and (4) Respondent shall bear, as its sole risk and responsibility, any cost that arises from Respondent's preparation of a response to this RFP.

The Respondent shall indemnify, hold harmless and defend CPRIT from any and all liability or loss, damage, or injury, arising out of or incident to the Respondent’s performance under any contract arising out of an accepted proposal.

Vendor shall indemnify and hold harmless the State of Texas and customers, and/or their officers, agents, employees, representatives, contractors, assignees, and or designees from any and all liability, actions, claims, demands, or suites, and all related costs, attorney fees, and expenses arising out of, or resulting from any negligent, reckless, willful misconduct or otherwise wrongful acts or omissions of the 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 Attorney General when Texas State Agencies are named defendants in any lawsuit and vendor may not agree to settlement without first obtaining the concurrence from the Office of the Attorney General. Vendor and the customer agree to furnish timely written notice to each other of any such claim.

Infringements

a) Vendor shall indemnify and hold harmless the State of Texas and Customers, and/or their employees, agents, representatives, contractors, assignees, and/or designees from any third-party claims involving infringement of

United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the performances or actions of vendor pursuant to this contract. Vendor and the customer agree to furnish timely written notice to each other of any such claim. Vendor shall be liable to pay all costs of defense including attorneys’ fees. The defense shall be coordinated by vendor with the Office of the 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 Attorney General.

b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modifications made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement.

c) If Vendor becomes aware of any actual or potential claim, or Customer provides vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor’s sole option and expense (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that the Customer’s use is non-infringing.

TAXES/WORKER COMPENSATION/UNEMPLOYMENT INSURANCE – INCLUDING INDEMMITY

1) Vendor agrees and acknowledges that during the existence of this contract, Vendor shall be entirely responsible for the liability and payment of vendor’s and vendor’s employees’ taxes of whatever kind, arising out of the performances in this contract. Vendor agrees to comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers’ compensation. The customer and/or the state shall not be liable to the vendor, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers’ compensation or any benefit available to a state employee or employee of another governmental entity customer.

2) Vendor agrees to indemnify and hold harmless customers, the State of Texas and/or their employees, agents, representatives, contractors, and/or assignees from any and all liability, action claims, demands, or suits, and all related costs, Attorneys’ fees, and expenses relating to tax liability, unemployment insurance and/or workers’ compensation in its performance under this contract. Vendor shall be liable to pay all costs of defense including

Attorneys’ fee. The defense shall be coordinated by Vendor with the Office of the 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 Attorney General. Vendor and the Customer agree to furnish timely written notice to each other of any such claim.

CPRIT reserves the right to reject any and all proposals and re-solicit or cancel if that action is deemed in the best interest of CPRIT. CPRIT is not required to select the lowest priced proposal but will take into consideration services which represent the best combination of price and quality. All Respondents are hereby notified that the execution of a contract pursuant to this RFP is dependent upon agency approval and the negotiation of a mutually acceptable contract.

CPRIT may terminate the agreement for cause or for no cause in whole or in part. CPRIT may terminate the agreement at any time without penalty or recourse by giving written notice to the Vendor at least 60 days before the effective date of the termination. In the event of termination, all documents, data, and reports prepared by the Vendor under the contract shall be returned to CPRIT. Within 10 days after termination, the Vendor will be entitled to receive just and equitable compensation for work completed before the effective date of termination.

Submitted by:

Company Name Authorized Signature

Street Address Printed Name/Title

City, State, Zip Code Date

Telephone Number

Email Address