ESBD_524888_1780948396830_RFP 542-26-003_PART B_Attachment B.pdf

RFP 542-26-003

Page B1 Attachment B

PART B: GENERAL INSTRUCTIONS AND CONTRACT

TERMS AND CONDITIONS

B.1 Introduction

B.1.1 Authority to Contract B.1.2 No Conflicts of Interest B.1.3 Disclosure of Prior State Employment B.1.4 Public Information Act B.1.5 Irrevocability of the Proposal

B.2 Contract Information B.2.1 Signature Authority B.2.2 Amending the Contract

B.2.3 Order of Precedence B.2.4 Terminating the Contract

B.2.4.1 Cause/Default B.2.4.2 Change in Federal or State Requirements

B.2.4.3 Rights upon Termination or Expiration of Contract B.2.4.4 Survival of Terms

B.2.5 Contract Documentation B.2.6 Contracting Information Responsibilities

B.3 Contract Management

B.3.1 Contract Managers B.3.1.1 CPRIT Contract Manager

B.3.1.2 The Respondent's Contract Manager

B.3.2 Notices and Liaisons

B.3.2.1 Delivery of Written Notices B.3.2.2 Change of Contact Person

B.3.3 Subcontracting Approval B.3.4 No Implied Authority B.3.5 Cooperation with CPRIT

B.3.6 Terms and Conditions Attached to Response B.3.7 Dispute Resolution B.3.8 Name Changes and Sales

B.3.9 News Releases B.3.10 Disaster Recovery Plan

B.4 Financial Information

B.4.1 Appropriations B.4.2 State Auditors Right to Audit B.4.3 Invoicing and Payment Requirements B.4.4 Disputed Invoices

B.4.5 Time and Manner of Payment B.4.6 Antitrust Affirmation B.4.7 Debts and Delinquencies Affirmation B.4.8 Liability for and Payment of Taxes B.4.9 Method of Purchase and Vesting Ownership B.4.10 No Debt Against the State B.4.11 Refunds

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B.4.12 Travel

B.4.13 Direct Deposit B.4.14 Excess Obligations Prohibited

B.5 Confidentiality and Security B.6 Terms and Conditions

B.6.1 Affirmations B.6.2 Civil Rights B.6.3 Excluded Parties B.6.4 Foreign Terrorist Organizations B.6.5 Records Retention

B.6.6 Environmental Protection B.6.7 Human Trafficking Prohibition B.6.8 Prohibition on Lobbying

B.6.9 Copyrights and Publications B.6.10 Certifications

B.6.10.1 Child Support Obligation Affirmation B.6.10.2 Texas Corporate Franchise Tax Certification

B.6.10.3 Dealings with Public Servants Affirmation B.6.10.4 Financial Participation Prohibited Affirmation

B.6.10.5 Certification Concerning Hurricane Relief B.6.10.6 Certification of Not Boycotting Israel B.6.10.7 Suspension and Debarment

B.6.10.8 Prohibited Companies B.6.10.9 E-Verify Program

B.6.10.10 COVID-19 Vaccine Passport Prohibition

B.6.10.11 Energy Company Boycotts

B.6.10.12 Firearm Entities and Trade Associations Discrimination

B.6.10.13 Critical Infrastructure Affirmation……………………………………………………15

B.6.11 Independent Contractor B.6.12 Assignment B.6.13 Disclosure of Interested Parties

B.6.14 Limitation on Abortion Funding B.6.15 Indemnification (General) B.6.16 Indemnification (IP)

B.6.17 Respondent Liability for Damage to Government Property B.6.18 Force Majeure B.6.19 Prior Disaster Relief Contract Violation B.6.20 Buy Texas Affirmation

B.6.21 Miscellaneous Terms and Conditions B.6.21.1 Permits B.6.21.2 Electrical Items

B.6.21.3 Executive Head of a State Agency Affirmation B.6.21.4 Former Agency Employees B.6.21.5 Terminated Contracts

B.6.22 Non-Waiver of Rights B.6.23 No Waiver of Sovereign Immunity B.6.24 Severability B.6.25 Governing Law and Venue B.6.26 Compliance with Laws; Dealing with Public Servants

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B.6.27 Insurance and Other Security

B.6.28 Deceptive Trade Practices; Unfair Business Practices B.6.29 Texas Bidder Affirmation B.6.30 Immigration B.6.31 Change of Key Personnel

B.6.32 Federal, State, and Local Requirements B.6.33 No Liability Upon Termination B.6.34 Felony Criminal Convictions B.6.35 Drug Free Workplace B.6.36 Vendor Performance

B.6.37 Technology Access Clause

B.1 INTRODUCTION

B.1.1 Authority to Contract

Pursuant to the authority and responsibility provided in §§2155.083, 2155.131, and 2155.321(3)

Government Code, CPRIT is authorized to procure service contracts using the sealed proposal method.

B.1.2 No Conflicts of Interest

Respondents represents and warrants that the provision of goods and services or other performance under the contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

B.1.3 Disclosure of Prior State Employment

In accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Respondent certifies that it does not employ an individual who has been employed by CPRIT or another agency at any time during the two years preceding the submission of the Response or, in the alternative, Respondent has disclosed in its Response the following: (i) the nature of the previous employment with

CPRIT 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.

B.1.4 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 of the Texas Government Code

(the “Public Information Act”). In accordance with Section 2252.907 of the Texas Government Code, Respondent 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 s format that is accessible by the public at no additional charge to the State.

B.1.5 Irrevocability of the Proposal

The Proposal is irrevocable for one hundred twenty (120) calendar days following the Proposal

Opening Date and Time identified in Part A. This period may be extended at CPRIT’s request with the

Respondent’s written agreement.

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B.2 CONTRACT INFORMATION

B.2.1 Signature Authority

By submitting the Response, Respondent 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 Respondent and to bind the Respondent under any contract that may result from the submission of this Response

B.2.2 Amending the Contract

Any modifications, additions, or deletions in the terms and conditions of the Contract shall be by written amendment executed by both Parties and put into effect with a Contract Amendment issued by

CPRIT. The Vendor shall not be entitled to payment for any additional services, work, or products that are not authorized by a properly executed contract amendment.

B.2.3 Order of Precedence

In the event of conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: Signed Contract (or Notice of Award), Attachments to the Contract (or Notice of Award), Request for Proposals and all attachments, and Vendor’s submitted response to the RFP.

B.2.4 Terminating the Contract

CPRIT reserves the right to terminate the Contract at any time, in whole or in part, without cost or penalty, by providing 60 calendar days advance written notice, if CPRIT determines that such termination is in the best interest of the state. In the event of such a termination, the Vendor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. CPRIT shall be liable for payments for any goods or services ordered from the Vendor before the termination date.

B.2.4.1 Cause/Default

If the Vendor fails to provide the goods or services contracted for according to the provisions of the Contract or fails to comply with any of the terms or conditions of the Contract, CPRIT will issue a written notice allowing the Vendor 30 calendar days, extendable with reasonable justification at the sole option of CPRIT, to correct any breach or deficiency. If vendor fails to correct the breach or deficiency to the reasonable satisfaction of CPRIT within the 30-day period, CPRIT may, upon written notice of default to the Vendor, immediately terminate all or any part of the Contract. Notwithstanding the foregoing, CPRIT and Vendor agree that there are some breaches or deficiencies that are incurable or of a sufficient magnitude such that

CPRIT, in its sole discretion, may immediately terminate the Contract. Termination is not an exclusive remedy but will be in addition to any other rights and remedies provided in equity, by law or under the Contract.

CPRIT may exercise any other right, remedy or privilege which may be available to it under applicable law of the state and any other applicable law or may proceed by appropriate court

Page B5 Attachment B action to enforce the provisions of the Contract, or to recover damages for the breach of any agreement being derived from the Contract. The exercise of any of the foregoing remedies will not constitute a termination of the Contract unless CPRIT notifies the Vendor in writing prior to the exercise of such remedy. The Vendor shall remain liable for all covenants and indemnities under the Contract. The Vendor shall be liable for all costs and expenses, including court costs, incurred by CPRIT with respect to the enforcement of any of the remedies listed herein.

B.2.4.2 Change in Federal or State Requirements

If federal or state laws or regulations or other federal or state requirements are amended or judicially interpreted so that either CPRIT or the Vendor cannot reasonably fulfill the Contract and if the Parties cannot agree to an amendment that would enable substantial continuation of the Contract, the Parties shall be discharged from any further obligations under the Contract.

B.2.4.3 Rights upon Termination or Expiration of Contract

In the event that the Contract is terminated for any reason, or upon its expiration, CPRIT shall retain ownership of all associated work products and documentation obtained from the Vendor under the Contract.

B.2.4.4 Survival of Terms

Termination of the Contract for any reason shall not release the Vendor from any liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including the provisions regarding confidentiality, indemnification, transition, records, audit, property rights, dispute resolution, and invoice and fees verification.

B.2.5 Contract Documentation

The Contract will consist of the Notice of Award, Listing of Awarded Items, and any Contract

Amendments thereto issued by CPRIT; this RFP, together with any modifications made through

Addenda thereto; and the successful Proposal, together with any clarifications thereto that are submitted at the request of CPRIT. In the event of any conflict or contradiction between or among these documents, the Notice of Award, as modified by any Contract Amendments, shall control over the RFP and the Proposal. The RFP, as modified by any Addenda, shall control over the Proposal.

B.2.6 Contracting Information Responsibilities

In accordance with Section 552.372 of the Texas Government Code, Respondent agrees to (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the Agency for the duration of the contract, (2) promptly provide to the Agency any contracting information related to the contract that is in the custody or possession of the Respondent on request of the Agency, and (3) on termination or expiration of the contract, either provide at no cost to the Agency all contracting information related to the contract that is in the custody or possession of the

Respondent or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the Agency. Except as provided by Section 552.374(c) of the Texas

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

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B.3 CONTRACT MANAGEMENT

B.3.1 Contract Managers

B.3.1.1 CPRIT Contract Manager

CPRIT Contract Manager has the authority to:

1. serve as the day-to-day point of contact

2. coordinate quality control reviews

3. approve invoices

4. coordinate meetings with the Respondent

5. investigate complaints

6. receive requests for substitutions or changes in goods or services awarded under the

Contract

7. initiate contract amendments

8. accept, deny or negotiate pricing changes

B.3.1.2 The Respondent's Contract Manager

The Respondent shall identify its Contract Manager to CPRIT in writing within 10 days of the issuance of the Notice of Award. CPRIT must be notified of changes to the Respondent’s

Contract Manager. The Respondent’s Contract Manager has the authority to:

1. make decisions regarding the deliverables required by the Contract

2. serve as the day-to-day point of contact

3. coordinate quality control reviews

4. coordinate meetings with CPRIT

5. investigate complaints

B.3.2 Notices and Liaisons

B.3.2.1 Delivery of Written Notices

Any notice required or permitted to be given under the Contract by one Party to the other Party shall be in writing and shall be addressed to the receiving Party at the address hereinafter specified. The notice shall be deemed to have been given immediately if delivered in person to the recipient’s address hereinafter specified. It shall be deemed to have been given on the date of certified receipt, if placed in the United States mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the receiving Party at the address hereinafter specified.

B.3.2.2 Change of Contact Person

Within 10 days of the issuance of the Notice of Award, the Vendor shall identify in writing to

CPRIT the contact person for all notices. If there is any change to this information during the term of the contract, the Vendor shall notify CPRIT within 10 days of the change.

B.3.3 Subcontracting Approval

The Vendor shall perform the Contract with its own resources and those subcontractors identified in the Vendor’s VetHUB Subcontracting Plan. In the event that the Vendor should determine that it is necessary or expedient to execute additional or alternative subcontracts for any of the performances under the Contract, the Vendor shall submit a revised VetHUB Subcontracting Plan to CPRIT.

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The Vendor, in subcontracting for any performances specified herein, expressly understands and acknowledges that in entering into such subcontract(s), CPRIT is in no manner liable to any subcontractor(s) of the Vendor. In no event shall this provision relieve the Vendor of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all terms of this RFP and Contract. The Vendor shall manage all quality and performance, project management, and schedules for subcontractors. The Vendor shall be held solely responsible and accountable for the completion of all work for which the Vendor has subcontracted.

B.3.4 No Implied Authority

Any authority delegated to the Vendor by CPRIT is limited to the terms of the Contract. The Vendor shall not rely upon implied authority and specifically is not delegated authority under the Contract to:

(1) make public policy; (2) promulgate, amend, or disregard CPRIT program policy; or (3) unilaterally communicate or negotiate, on behalf of CPRIT, with any member of the U.S. Congress or any member of their staff, any member of the Texas Legislature or any member of their staff, or any federal or state agency.

B.3.5 Cooperation with CPRIT

The Vendor must ensure that it cooperates with CPRIT and other state or federal administrative agencies, at no charge to CPRIT, for purposes relating to the administration of the Contract. The

Vendor agrees to reasonably cooperate with and work with CPRIT’s contractors, subcontractors, and third party representatives as requested by CPRIT.

B.3.6 Terms and Conditions Attached to Response

Any terms and conditions attached to a Response will not be considered unless specifically referred to in the Response.

B.3.7 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.

B.3.8 Name Changes and Sales

If the Vendor changes its name or is sold to another entity, it must notify CPRIT immediately. The

Vendor, in its notice, shall describe the circumstances of the name change or sale, state its new name, provide the new Tax Identification Number, and describe how the change will impact its ability to perform the Contract. If the change entails personnel changes for personnel performing the responsibilities of the Contract for the Vendor, the Vendor shall identify the new personnel and provide resumes to CPRIT, if resumes were originally required by the RFP. CPRIT may request other information about the change and its impact on the Contract and the Vendor shall supply the requested information within five (5) business days of receipt of the request.

CPRIT may terminate the Contract due to a sale of or change to the Vendor that materially alters the

Vendor’s ability to perform under the Contract. CPRIT has the sole discretion to determine if termination is appropriate.

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B.3.9 News Releases

CPRIT does not endorse any vendor, commodity, or service. News releases pertaining to this transaction and/or advertisements, publications, declarations and any other pronouncements by the

Vendor using any means or media mentioning the State of Texas or CPRIT must be approved in writing by CPRIT prior to public dissemination. The Vendor may not send out unsolicited electronic mail or facsimile transmissions to CPRIT entities without prior written approval of CPRIT Contract

Manager, regardless of whether the proposed communication specifically references the awarded contract.

B.3.10 Disaster Recovery Plan

Upon request of Agency, Respondent shall provide copies of its most recent business continuity and disaster recovery plans.

B.4 FINANCIAL INFORMATION

B.4.1 Appropriations

All obligations of CPRIT are subject to the availability of legislative appropriations. The Respondent acknowledges that the ability of CPRIT to make payments under the Contract is contingent upon the continued availability of funds. The Respondent further acknowledges that funds may not be specifically appropriated for the Contract and CPRIT’s continual ability to make payments under the

Contract is contingent upon the funding levels appropriated for each particular appropriation period.

CPRIT will use all reasonable efforts to ensure that such funds are available. The Respondent agrees that if future levels of funding for CPRIT are not sufficient to continue operations without any operational reductions, CPRIT, in its discretion, may terminate the Contract or a pending order under the Contract, either in whole or in part. In the event of such termination, CPRIT will not be considered to be in default or breach under the Contract, nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. CPRIT shall make best efforts to provide reasonable written advance notice to the Respondent of any such Contract or order termination. In the event of such a termination, the Respondent shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination, either on that particular order if an order is being terminated, or the Contract, if the Contract is being terminated. CPRIT shall be liable for payments limited only to the portion of work CPRIT authorized in writing and which the Respondent has completed, delivered to CPRIT, and which has been accepted by CPRIT. All such work shall have been completed, per the Contract requirements, prior to the effective date of termination.

B.4.2 State Auditors Right to Audit

The state auditor may 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 legislative audit committee, 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 state auditor must provide the

Page B9 Attachment B state auditor with access to any information the state auditor considers relevant to the investigation or audit.

B.4.3 Invoicing and Payment Requirements

In order to receive payment under the Contract, the Vendor must submit an original invoice to CPRIT.

It must be a correct invoice to be accepted and paid. The invoice must include the following information:

1. Name and address of the Vendor.

2. The Vendor's Federal Tax Identification Number.

3. The Vendor's invoice remittance address.

4. The contract number authorizing the delivery of products or services.

5. A description of what the Vendor delivered, including, as applicable, the time period, serial number, unit price, quantity, and total price of the products and services. If the invoice is for a lease, the

Vendor must also include the payment number (e.g., 1 of 36).

If an authorized dealer has fulfilled the purchase order, then the dealer's information should be supplied in lieu of the Vendor's information.

If an invoice does not meet this Section's requirements, CPRIT will send the Vendor written notice of the improper invoice within 21 calendar days after receipt of the invoice. The notice will contain a description of the defect or impropriety and any additional information the Vendor needs to correct the invoice.

B.4.4 Disputed Invoices

As stated above, the Vendor will receive notice of an error in an invoice submitted for payment by not later than the 21st day after the date the invoice was received by CPRIT. If an invoice dispute is resolved in favor of the Vendor, the Vendor is entitled to receive interest on the unpaid balance of the invoice, beginning on the date the invoice became overdue, pursuant to §2251.021, Gov't Code. If a dispute is resolved in favor of CPRIT, the Vendor shall submit a corrected invoice that must be paid in accordance with §2251.021. The unpaid balance accrues interest if the corrected invoice is not paid by the appropriate date.

B.4.5 Time and Manner of Payment

Pursuant to Texas Government Code Chapter 2251, payment by CPRIT is overdue on the 31st day after the later of: (1) the date CPRIT receives the goods under the Contract; (2) the date the performance of the service under the contract is completed; or (3) the date CPRIT receives the correct invoice for the goods or service.

B.4.6 Antitrust Affirmation

Respondent represents and warrants that, in accordance with Section 2155.005 of the Texas Government

Code, neither Respondent nor the firm, corporation, partnership, or institution represented by

Respondent, or anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce

Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this

Response to any competitor or any other person engaged in the same line of business as Respondent.

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B.4.7 Debts and Delinquencies Affirmation

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

B.4.8 Liability for and Payment of Taxes

CPRIT is exempt from State Sales tax and Federal Excise tax. CPRIT will furnish a Tax Exemption

Certificate to the Vendor upon request. The Vendor shall pay all taxes resulting from the RFP and

Contract including but not limited to any federal, state or local income, sales, excise or property taxes.

CPRIT shall not be liable to reimburse the Vendor for the payment of such taxes incurred by the

Vendor in acquiring any goods or services as a part of any work called for in this RFP and the

Vendor’s invoice shall not include any amount for such taxes, as long as CPRIT has provided the requested Tax Exemption Certificates.

B.4.9 Method of Purchase and Vesting Ownership

All goods or services purchased pursuant to the Contract shall be purchased using an outright purchase.

Upon installation, acceptance, and payment, CPRIT shall receive title to any personal property delivered pursuant to the purchase, except as otherwise agreed to in the Contract.

B.4.10 No Debt Against the State

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

B.4.11 Refunds

If CPRIT determines that it has overpaid the Vendor under the Contract, the Vendor shall refund that amount to CPRIT, depending on the entity that overpaid. CPRIT may offset and deduct the amount of the overpayment from any amount owing, as a reimbursement, but unpaid to the Vendor. The Vendor shall refund any overpayment within 30 calendar days of receipt of the notice of the overpayment.

If any reimbursement, or a portion of a reimbursement, is disallowed because of an audit finding that the Vendor failed to follow the requirements for the Contract, then the Vendor agrees that CPRIT may recoup the disallowed amount from funds payable under the Contract, to the extent the disallowed amount was incurred by CPRIT. If an audit identifies a disallowed amount after the expiration date of the Contract, CPRIT shall send the Vendor notice of the audit results and specifically identify the amount that must be refunded by the Vendor. The Vendor shall refund the disallowed amount within

30 calendar days of receipt of the notice.

B.4.12 Travel

Any travel or per diem required by the Vendor to perform its obligations under the Contract will be at the Vendor's expense. All travel and per diem that the state requests in addition to what the Contract requires the Vendor to provide at the Vendor's expense will be paid in accordance with State of Texas

Travel Allowance Guide.

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B.4.13 Direct Deposit

CPRIT and the Texas Comptroller of Public Accounts encourages vendors to receive payment by direct deposit. To receive future payments by direct deposit, vendors should download and fill out the

New Setup Direct Deposit/Advance Payment Notification, Form 74-207 available at www.txdirectdeposit.org.

Vendors may request Advance Payment Notification by e-mail. This feature includes notification one business day before the deposit posts to the Vendor’s bank account. It also provides the amount of the deposit and which agency it came from. Vendors may also receive remittance information with the notification.

B.4.14 Excess Obligations Prohibited

The contract is subject to termination or cancellation, without penalty to Agency, either in whole or in part, subject to the availability of state funds.

B.5 CONFIDENTIALITY AND SECURITY

The Vendor should not receive any sensitive or confidential information under the Contract. Any information the Vendor compiles or creates as a result of the Contract must be maintained and protected in accordance with any federal, state, or local laws and regulations that apply. The Vendor shall establish a method to secure the confidentiality of records and other information relating to clients in accordance with applicable federal and state laws, rules, and regulations.

The obligations of the Vendor under this Security and Confidentiality Article shall survive this

Contract and shall be included in all subcontracts.

Respondent represents and warrants that it will comply with the requirements of Section 2054.5192 of the Texas Government Code relating to cybersecurity training and required verification of completion of the training program.

B.6 TERMS AND CONDITIONS

B.6.1 Affirmations

Respondent represents and warrants that all statements and information prepared and submitted in this document are current, complete, true, and accurate. Submitting a Response with a false statement or material misrepresentations made during the performance of a contract is a material breach of contract and may void the submitted Response and any resulting contract.

B.6.1.1 The Respondent has not given, offered to give, and does not intend 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. Violation of this requirement may result in the termination of the Contract at the discretion of CPRIT.

http://www.txdirectdeposit.org/

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B.6.1.2 CPRIT is subject to the provisions of the Texas Public Information Act. If a request for disclosure of this Contract or any information related to the goods or services provided under the Contract or information provided to CPRIT under this Contract constituting a record under the Act is received by CPRIT, the information must qualify for an exception provided by the

Texas Public Information Act in order to be withheld from public disclosure. The Respondent authorizes CPRIT to submit any information contained in the Contract, provided under the

Contract, or otherwise requested to be disclosed, including information Respondent has labeled as confidential proprietary information, to the Office of the Attorney General for a determination as to whether any such information may be exempt from public disclosure under the Act. If CPRIT does not have a good faith belief that information may be subject to an exception to disclosure, CPRIT is not obligating itself by this Contract to submit the information to the Attorney General. It shall be the responsibility of the Respondent to make any legal argument to the Attorney General or appropriate court of law regarding the exception of the information in question from disclosure. The Respondent waives any claim against and releases from liability CPRIT, its officers, employees, agents, and attorneys with respect to disclosure of information provided under or in this Contract or otherwise created, assembled, maintained, or held by the Respondent and determined by the Attorney General or a court of law to be subject to disclosure under the Texas Public Information Act.

B.6.1.3 The Respondent shall promptly notify CPRIT in the event that any representations and warranties provided in this Contract are no longer true and correct. The Respondent acknowledges that all of its representations and warranties contained in any part of its

Proposal and this Contract are material and have been relied upon by CPRIT in selecting the

Respondent for the award of the Contract. Further, the Respondent warrants and represents that all of its statements and representations made to CPRIT prior to being awarded the

Contract, and those made during the negotiation of this Contract, are material, true and correct.

B.6.2 Civil Rights

The Respondent agrees that no person shall, on the ground of race, color, religion, sex, national origin, age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied the benefits of, be subjected to discrimination under, or be denied employment in the administration of, or in connection with, any program or activity funded in whole or in part with funds available under this Contract. The Respondent shall comply with Executive Order 11246, "Equal Employment

Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246 relating to

Equal Employment Opportunity," and as supplemented by regulations at 41 C.F.R. Part 60, "Office of

Federal Contract Compliance Programs, Equal Employment Opportunity Department of Labor."

B.6.3 Excluded Parties

Respondent 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.

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B.6.4 Foreign Terrorist Organizations

Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.

B.6.5 Records Retention

The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of seven (7) years after the expiration of the Contract, or until

CPRIT or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to CPRIT, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract.

B.6.6 Environmental Protection

The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water

Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).

B.6.7 Human Trafficking Prohibition

Under Section 2155.0061 of the Texas Government Code, the Respondent 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.

B.6.8 Prohibition on Lobbying

The Respondent shall comply with the provisions of a federal law known generally as the Lobbying

Disclosure Act, 2 U.S.C. §1601 et seq. By submitting a Proposal, the Respondent certifies that it shall not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence any officer or employee of any federal agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. §1352. It also certifies that the

Respondent shall disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award by completing and submitting Standard Form LLL.

B.6.9 Copyrights and Publications

The Respondent understands and agrees that, where activities supported by the Contract produce original books, manuals, films, or other original material (hereinafter referred to as “the works”), the

Respondent may copyright the works subject to the reservation by CPRIT of a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for state and/or political subdivision purposes:

1. the copyright in the works developed under the Contract, and

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2. any rights of copyright to which the Respondent purchases ownership with funding from the

Contract.

The Respondent may publish, at its expense, the results of Contract performance with prior CPRIT review and approval of that publication. Any publication (written, visual, or sound) shall include acknowledgment of the support received from CPRIT. One (1) copy of any such publication must be provided to CPRIT. CPRIT reserves the right to require additional copies before or after the initial review. All copies shall be provided free of charge to CPRIT.

B.6.10 Certifications

B.6.10.1 Child Support Obligation Affirmation

Under Section 231.006 of the Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.

B.6.10.2 Texas Corporate Franchise Tax Certification

The Respondent, by submitting its Proposal, certifies that its Corporate Texas Franchise Tax payments are current, or that it is exempt from or not subject to such tax.

B.6.10.3 Dealings with Public Servants Affirmation

Respondent 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.

B.6.10.4 Financial Participation Prohibited Affirmation

Under Section 2155.004(b) of the Texas Government Code, Respondent 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.

B.6.10.5 Certification Concerning Hurricane Relief

Sections 2155.006 and 2261.053, Gov’t Code, prohibit CPRIT from awarding a contract to any person who, in the past five 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 §418.004, Gov't Code, occurring after September 24, 2005.

Under §2155.006, Gov't Code, the Respondent certifies that the individual or business entity named in its Proposal is not ineligible to receive the Contract and acknowledges that the

Contract may be terminated and payment withheld if this certification is inaccurate.

B.6.10.6 Certification of Not Boycotting Israel

Respondent represents and warrants that (1) it does not, and shall not for the duration of the contract, boycott Israel or (2) the verification required by Section 2271.002 of the Texas

Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Agency.

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B.6.10.7 Suspension and Debarment

Respondent certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management

(SAM) maintained by the General Services Administration.

B.6.10.8 Prohibited Companies

The Vendor certifies, by executing this Contract, that neither the Vendor, nor any subcontractor of the Vendor, is a company under §2252.152, Gov’t Code, with which CPRIT may be prohibited from contracting. The Vendor agrees to take all necessary steps to ensure this certification remains true during the term of this Contract.

B.6.10.9 E-Verify Program

Respondent certifies that for contracts for services, Respondent 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 Respondent to perform duties within Texas; and 2) all persons, including subcontractors, assigned by Respondent to perform work pursuant the contract within the United States of America.

B.6.10.10 COVID-19 Vaccine Passport Prohibition

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

B.6.10.11 Energy Company Boycotts

Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the

Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Agency.

B.6.10.12 Firearm Entities and Trade Associations Discrimination

Respondent verifies 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 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Agency.

B.6.10.13 Critical Infrastructure Affirmation

Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of

China, Iran, North Korea, Russia, or any other country designated by the Governor under

Government Code Section 2274.0103, or (2) headquartered in any of those countries.

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B.6.11 Independent Contractor

The Contract shall not render the Respondent an employee, officer, or agent of CPRIT for any purpose.

The Respondent is and shall remain an independent contractor in relationship to CPRIT. CPRIT shall not be responsible for withholding taxes from payments made under the Contract. The Respondent shall have no claim against CPRIT for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

B.6.12 Assignment

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

B.6.13 Disclosure of Interested Parties

Vendors are required to complete the Form 1295 Certificate of Interested Parties for certain contracts with a value of $1 million or more, that require an action or vote by a governing body. A Form 1295 is exempt from contracts from a publicly traded business entity, including a wholly owned subsidiary of the business entity; the governing body has delegated to its staff the authority to execute the contract;

and the governing body does not participate in the selection of the business entity with which the contract is entered into.

B.6.14 Limitation on Abortion Funding

The Vendor acknowledges and agrees that, under article IX, §6.25 of the General Appropriations Act, 85th Leg., R.S. (2017), and except as provided by that Act, funds may not be distributed under this

Contract to any individual or entity that: (1) performs an abortion procedure that is not reimbursable under the State’s Medicaid program; (2) is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the State’s Medicaid program; or (3) is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the

State’s Medicaid program.

B.6.15 Indemnification (General)

RESPONDENT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF

TEXAS AND AGENCY, 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

NEGLIGENT, RECKLESS, WILLFUL MISCONDUCT OR OTHERWISE WRONGFUL ACTS OR

OMISSIONS OF RESPONDENT 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 RESPONDENT WITH THE

OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE

NAMED DEFENDANTS IN ANY LAWSUIT AND RESPONDENT MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF

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THE TEXAS ATTORNEY GENERAL. RESPONDENT AND AGENCY AGREE TO FURNISH

TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity

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, ACTIONS, 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’ 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. VENDOR AND THE

CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY

SUCH CLAIM.

B.6.16 Indemnification (IP)

RESPONDENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS AGENCY AND THE

STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS,

MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT,

TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER

INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION

WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF RESPONDENT

PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED

SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) AGENCY’S AND/OR

RESPONDENT’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER

ITEMS PROVIDED TO AGENCY BY RESPONDENT OR OTHERWISE TO WHICH AGENCY

HAS ACCESS AS A RESULT OF RESPONDENT’S PERFORMANCE UNDER THE CONTRACT.

RESPONDENT AND AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH

OTHER OF ANY SUCH CLAIM. RESPONDENT SHALL BE LIABLE TO PAY ALL COSTS OF

DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY

RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL(OAG) WHEN

TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND

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RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM OAG. IN ADDITION, RESPONDENT WILL REIMBURSE AGENCY

AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER

AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS,

ARISING FROM ANY SUCH CLAIM. IF AGENCY DETERMINES THAT A CONFLICT EXISTS

BETWEEN ITS INTERESTS AND THOSE OF RESPONDENT OR IF AGENCY IS REQUIRED BY

APPLICABLE LAW TO SELECT SEPARATE COUNSEL, AGENCY WILL BE PERMITTED TO

SELECT SEPARATE COUNSEL AND RESPONDENT WILL PAY ALL REASONABLE COSTS OF

AGENCY’S COUNSEL.

B.6.17 Respondent Liability for Damage to Government Property

The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the

Contract. The Respondent shall notify CPRIT in writing of any such damage within one (1) calendar day.

B.6.18 Force Majeure

CPRIT and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, pandemic, act of God, or other unavoidable cause not attributable to the fault or negligence of CPRIT.

In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify CPRIT by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.

B.6.19 Prior Disaster Relief Contract Violation

Under Sections 2155.006 and 2261.053 of the Texas Government Code, the Respondent 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.

B.6.20 Buy Texas Affirmation

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

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B.6.21 Miscellaneous Terms and Conditions

B.6.21.1 Permits

The Respondent shall be responsible, at the Respondent's expense, for obtaining any and all permits or licenses required by city, county, state, or federal rules, regulations, law, or codes that pertain to the Contract.

B.6.21.2 Electrical…