ESBD_535914_1783631514310_Attachment B-LSCO Sample Services Agmt (RFP787-LSCO-052626).docx

ATTACHMENT B – Draft LSCO Services Agreement The draft LSCO Services Agreement on the following pages has been prepopulated with relevant project information so Proposers can review and redline as instructed in the RFP (ref. Section 3.8 and Section 10).

· The terms provided in this ATTACHMENT B will be used in any Agreement resulting from this RFP, although minor points may be open for negotiation.

· Proposers shall update any text in red that is related to Proposer’s firm (e.g., Proposer name, FEIN #, point of contact, signatory information, etc.).

· Any internal documents Proposer may want to use to document services with LSCO must be inserted into ATTACHMENT B as additional Exhibits for LSCO’s consideration during evaluation of Proposer’s proposal.

No edits to the draft Services Agreement shall be made without the track changes feature in Microsoft Word being engaged.

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RFP #787-LSCO-052626

ATTACHMENT B – Draft LSCO Services Agreement

LSCO-Insert Vendor Name Service Agreement #787-052626 (TSUS V4.13.23 LIT V9.2.25) Page 1 of 2

AGREEMENT

BETWEEN

LAMAR STATE COLLEGE ORANGE

AND

INSERT CONTRACTOR NAME

This non-exclusive agreement (Agreement), with the Agreement Number #LSCO will insert Agreement Number, is entered into between Lamar State College Orange (LSCO), an agency and institution of higher education established under the laws of the State of Texas, and located in Orange, Texas and Insert Contractor Name, with Federal Tax Identification Number Insert Contractor’s FEIN #, and located in Insert City, State, hereinafter called Contractor authorized by law to conduct business in the State of Texas. The Agreement is made and agreed in consideration of the purposes and covenants herein stated as or as may be incorporated herein by reference, the faithful and satisfactory performance of which is promised, pledged and agreed by each party acting by and through authorized persons whose signatures are affixed hereto. Contractor hereby agrees to provide advertising and media related services for LSCO on the terms and conditions hereinafter set forth.

In consideration of the mutual promises and covenants contained in the Agreement, LSCO and Contractor agree as follows:

1. Services

Contractor will perform the services (Services) set forth in Exhibit A, Scope of Work, to the satisfaction of LSCO and in accordance with LSCO’s Request for Proposal (RFP) #787-LSCO-052626, Advertising and Media Related Services and Contractor’s response to said RFP. Services will be provided to, and on behalf of, LSCO. Time is of the essence in connection with this Agreement. LSCO will have no obligation to accept late performance or waive timely performance by Contractor.

2. Contract Term

This Agreement is effective as of the later of November 1, 2026, or the date Agreement is fully executed by both parties (Effective Date). The term (Initial Term) of this Agreement will begin on the Effective Date and expire on October 31, 2027, unless earlier terminated in accordance with Section 18. LSCO will have the option to renew this Agreement for four (4) additional one (1) year terms (each a Renewal Term). The Initial Term and each Renewal Term are collectively referred to as the Term.

3. Compensation

LSCO will compensate Contractor for services in accordance with Exhibit B, Pricing for Services. Total compensation to Contractor will not exceed the Contract Amount (ref. Exhibit B, Section 1.5) inclusive of all fees and expenses during the life of the Agreement.

The Agreement will not be effective for amounts exceeding one million dollars ($1,000,000) unless preapproved by the Board of Regents of The Texas State University System.

4. Contractor's Obligations

4.1 Permits, Certifications, and Licenses. Contractor will obtain, at its own cost, any and all approvals, licenses, filings, registrations and permits required by federal, state or local, laws, statutes, regulations and ordinances (collectively, Applicable Laws), for the performance of the Services.

4.2 Contractor will perform Services in compliance with (a) all Applicable Laws, and (b) the Board of Regents of The Texas State University System Rules and Regulations, http://www.utsystem.edu/bor/rules.htm the policies of The Texas State University System; and the institutional rules, regulations and policies of Lamar State College Orange (collectively, The System Rules). Contractor represents and warrants that neither Contractor nor any firm, corporation or institution represented by Contractor, or anyone acting for the firm, corporation or institution, (1) has violated the antitrust laws of the State of Texas, Chapter 15, Texas Business and Commerce Code, or federal antitrust laws, or (2) has communicated directly or indirectly the content of Contractor’s response to LSCO’s procurement solicitation to any competitor or any other person engaged in a similar line of business during the procurement process for this Agreement.

4.3 Contractor will call to LSCO’s attention in writing all information in any materials supplied to Contractor (by LSCO or any other party) that Contractor regards as unsuitable, improper or inaccurate in connection with the purposes for which the material is furnished.

4.4 LSCO at all times is relying on Contractor's skill and knowledge in performing Services. Contractor represents and warrants that Services will be accurate and free from any material defects. Contractor's duties and obligations under this Agreement will not be in any way diminished by reason of any approval by LSCO. Contractor will not be released from any liability by reason of any approval by LSCO.

4.5 Contractor will (a) use commercially reasonable efforts to perform Services in a good and workmanlike manner and in accordance with commercially reasonable standards of Contractor’s profession or business, and (b) all Services to be performed will be of the quality that prevails among similar businesses engaged in providing similar services in major urban areas of the United States under the same or similar circumstances.

4.6 Contractor will, at its own cost, correct all material defects in Services as soon as practical after Contractor becomes aware of the defects. If Contractor fails to correct material defects in Services within a reasonable time, then LSCO may correct the defective Services at Contractor’s expense. This remedy is in addition to, and not in substitution for, any other remedy for defective Services that LSCO may have at law or in equity.

4.7 Contractor will maintain a staff of properly trained and experienced personnel to ensure satisfactory performance under this Agreement. Contractor will cause all persons connected with Contractor directly in charge of Services to be duly registered and licensed under all Applicable Laws. Contractor will assign to the Project a designated representative who will be responsible for administration and coordination of Services. Contractor will furnish efficient business administration and coordination and perform Services in an expeditious and economical manner consistent with the interests of LSCO.

4.8 Premise Rules. If this Agreement requires Contractor’s presence on LSCO’s premises or in LSCO’s facilities, Contractor agrees to cause its employees, representatives, agents, or subcontractors to become aware of, fully informed about, and in full compliance with all applicable LSCO Rules, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.

4.9 Records. Records of Contractor’s costs, reimbursable expenses pertaining to the Covered Services and payments will be available to LSCO or its authorized representative during business hours and will be retained for four (4) years after final Payment or abandonment of the Covered Services, unless LSCO or Component Institution otherwise instructs Contractor in writing.

4.10 Responsibility for Individuals Performing Services; Criminal Background Checks. Each individual who is assigned to perform the Services under this Agreement will be an employee of Contractor or an employee of a subcontractor engaged by Contractor. Contractor is responsible for the performance of all individuals performing Services under this Agreement.

Contractor will determine on a case-by-case basis whether each individual assigned to perform the Services is qualified to provide the Services. Contractor will not knowingly assign any individual to provide services on LSCO or Component Institution’s premises who has a history of criminal conduct unacceptable for a university campus or healthcare center, including violent or sexual offenses.

Criminal Background Checks. Prior to commencing Services, Contractor will conduct the following background checks on its officers, employees, or other persons it causes to be on LSCO premises or the campus of any Component Institution:

· Sex offender and criminal history databases where the above individuals will be placed on the campus, working with or around students; and

· Criminal history and credit history background checks where the above individuals will be handling money, informational technology, or other security-sensitive areas as determined by LSCO.

Prior to commencing performance of Services under this Agreement, Contractor will provide LSCO a letter signed by an authorized representative of Contractor certifying compliance with this Section. Contractor will be responsible for providing LSCO an updated certification letters each time there is a change in the individuals assigned to perform the Services.

4.11 Records Retention Requirements for Agreements Over One Million. If the value of this Agreement ever exceeds a total value of one million dollars, and in accordance with Section 552.372 of the Texas Government Code, Contractor agrees to:

A. preserve all contracting information (as this term is defined in Texas Government Code, Section 552.003 (7)) related to this Agreement in accordance with the records retention requirements applicable to LSCO for the duration of this Agreement;

B. promptly provide to LSCO any contracting information related to this Agreement that is in the custody or possession of Contractor on request of LSCO; and C. on completion of this Agreement, either: (1) provide at no cost to LSCO all contracting information related to this Agreement that is in the custody or possession of Contractor, or (2) preserve the contracting information related to this Agreement in accordance with the records retention requirements applicable to LSCO.

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

4.12 Disaster Recovery Plan. In accordance with 13 TAC § 6.94(a)(9), Contractor shall provide to LSCO the descriptions of its business continuity and disaster recovery plans.

5. Contractor’s Certifications

5.1 Entities that Boycott Israel. Pursuant to Chapter 2270.002 of the Texas Government Code, Contractor certifies that either (1) it meets an exemption criterion under Section 2270.002; or (2) it does not boycott Israel and will not boycott Israel during the term of the Agreement. Contractor shall state in this Agreement any facts that make it exempt from the boycott certification.

5.2 Foreign Terrorist Organizations. Pursuant to Chapter 2252.152 of the Texas Government Code, Contractor certifies Contractor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Contractor acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

5.3 Excluded Parties. Contractor 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.

5.4 Suspension and Debarment. Pursuant to and in compliance with Executive Orders 12549 and 12689 and Section 180.300 of the Code of Federal Regulations, LSCO cannot purchase goods and / or secure services from vendors that have been debarred, suspended, proposed for debarment, or otherwise excluded from or ineligible to participate in Federal or State assistance programs or activities. Contractor certifies that, to the best of its knowledge, Contractor and / or its Principals are not suspended, debarred, proposed for debarment, declared ineligible, or voluntarily excluded from the award of contracts by the Federal government and / or the State of Texas. Contractor further certifies that it is not subject to a vendor hold by the State of Texas and / or that it is not subject to debarment or suspension by the Texas Comptroller. If it is ever determined that Contractor is suspended or debarred from doing business with the State of Texas or U.S. Federal government, LSCO may immediately terminate the Agreement and will not issue any payment for goods / services rendered.

5.5 Eligibility Certifications (Financial Participation Prohibited / Prior Disaster Relief Contract Violation). Pursuant to Sections 2155.004 and 2155.006, Texas Government Code, Contractor certifies that the individual or business entity named in the Agreement is not ineligible to receive the award of or payments under the Agreement and acknowledges that the Agreement may be terminated and payment withheld if these certifications are inaccurate.

5.6 Human Trafficking. Under Section 2155.0061 of the Texas Government Code, Contractor certifies that the individual or business entity named in this Agreement is not ineligible to receive the specified contract and acknowledges that this Agreement may be terminated, and payment withheld if this certification is inaccurate.

5.7 Restricted Employment for Certain State Personnel. Pursuant to Section 572.069 of the Texas Government Code, Contractor certifies that it has not employed and will not employ a former state officer or employee who participated in a procurement or contract negotiations for LSCO involving Contractor within two (2) years after the date that the Agreement is signed or the procurement is terminated or withdrawn. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

5.8 Child Support Obligation Certification. Pursuant to §231.006, Texas Family Code, Contractor certifies it is not ineligible to receive the award of or payments under this Agreement, and acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate.

5.9 Tax Certification. If Contractor is a taxable entity as defined by Chapter 171, Texas Tax Code, then Contractor certifies it is not currently delinquent in the payment of any taxes due under Chapter 171, Contractor is exempt from the payment of those taxes, or Contractor is an out‑of‑state taxable entity that is not subject to those taxes, whichever is applicable.

5.10 Computer Equipment Recycling Program. If applicable, Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30TAC Chapter 328.

5.11 Firearm Entities and Trade Associations Discrimination. Pursuant to Chapter 2274 of the Texas Government Code, for Orders that exceed $100,000 Contractor verifies that it:

(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and

(2) will not discriminate during the term of the Agreement against a firearm entity or firearm trade association.

5.12 Energy Company Boycotts. Pursuant to Chapter 2274 of the Texas Government Code, for Agreements that exceed $100,000, Contractor certifies that it:

(1) does not boycott energy companies as defined in Section 809.001 (1)(A) Texas Government Code (i.e., fossil fuel companies); and

(2) will not boycott energy companies during the term of the Agreement.

5.13 Vaccine Passport Prohibition. Contractor 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 Contractor's business. Contractor acknowledges that such a vaccine or recovery requirement would make Contractor ineligible for a state-funded contract.

5.14 Critical Infrastructure Affirmation. Pursuant to Section 2274.0102 of Texas Government Code, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor 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 Section 2274.0103 of Texas Government Code, or

(2) headquartered in any of those countries.

5.15 Hardening of Texas’s Critical Infrastructure. Pursuant to Executive Order GA-48 (2024), Contractor certifies that it, and, if applicable, any of its holding companies or subsidiaries, is not:

(1) Listed in Section 889 of the 2019 National Defense Authorization Act (NDAA); or

(2) Listed in Section 1260H of the 2021 NDAA; or

(3) Owned by the government of a country listed on US Department of Commerce’s foreign adversaries list under 15 C.F.R. Section 791.4; or

(4) Controlled by any governing or regulatory body located in a country on the US Department of Commerce’s foreign adversaries list under 15 C.F.R. Section 791.4.

6. Representations and Warranties by Contractor.

6.1 Contractor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement, and the individual executing the Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor.

6.2 Lobbying Prohibition. Contractor represents and warrants that LSCO’s payments to Contractor and Contractor’s receipt of appropriated or other funds under the contract are not prohibited by Sections 556.005 or 556.0055 of the Texas Government Code.

6.3 Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand LSCO's Conflicts of Interest Policy and Code of Ethics at https://www.lsco.edu/hr/AdministrativePoliciesProcedures.pdf and applicable state ethics laws and rules. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause LSCO employees to violate LSCO's Conflicts of Interest Policy. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement. Neither Contractor nor its employees, agents, representatives or subcontractors will assist or cause LSCO employees to violate LSCO’s Conflicts of Interest Policy, LSCO’s Ethics Code, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Agreement.

6.5 Contractor represents and warrants that: (i) Services will be performed solely by Contractor, its full-time or part-time employees during the course of their employment, or independent contractors who have assigned in writing all right, title and interest in their work to Contractor (for the benefit of LSCO); (ii) LSCO will receive free, good and clear title to all Work Material developed under this Agreement; (iii) Work Material and the intellectual property rights protecting Work Material are free and clear of all encumbrances, including security interests, licenses, liens, charges and other restrictions; (iv) Work Material will not infringe upon or violate any patent, copyright, trade secret, trademark, service mark or other property right of any former employer, independent contractor, client or other third party; and (v) the use, reproduction, distribution, or modification of Work Material will not violate the rights of any third parties in Work Material, including trade secret, publicity, privacy, copyright, trademark, service mark and patent rights.

7. Ownership and Use of Work Material (Property Rights)

7.1 Work Material. All tools, software, programs, renderings, drawings, specifications, plans, computations, data, photographs, records, models, statements, reports, studies, and other deliverables or materials prepared or produced by Contractor Parties in connection with the Services (collectively, the Work Material), whether or not accepted or rejected by LSCO, are the property of LSCO and for LSCO’s exclusive use and re-use at any time without further compensation and without any restriction. Contractor grants and assigns to LSCO all rights in and claims to the Work Material and will cooperate with LSCO in obtaining or enforcing LSCO’s rights and claims. Contractor will not use the Work Material except as expressly authorized by this Agreement.

7.2 Patents or Copyrights. Contractor will not apply for any copyright, patent or other property right related to the Work Material. Contractor agrees to protect LSCO from claims involving infringement of patents or copyrights.

7.3 Contractor will deliver all Work Material to LSCO upon expiration or termination of this Agreement. LSCO will have the right to use Work Material for the completion of Work or otherwise. LSCO may, at all times, retain the originals of Work Material. Work Material will not be used by any person other than LSCO on other projects unless expressly authorized by LSCO in writing.

7.4 Work Material will not be used or published by Contractor or any other party unless expressly authorized by LSCO in writing. Contractor will treat all Work Material as confidential.

7.5 All title and interest in Work Material will vest in LSCO and will be deemed to be work made for hire and made in the course of Work rendered under this Agreement. To the extent that title to any Work Material may not, by operation of law, vest in LSCO or Work Material may not be considered works made for hire, Contractor irrevocably assigns, conveys and transfers to LSCO and its successors, licensees and assigns, all rights, title and interest worldwide in and to Work Material and all proprietary rights therein, including all copyrights, trademarks, service marks, patents, trade secrets, moral rights, all contract and licensing rights and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. In the event Contractor has any rights in Work Material which cannot be assigned, Contractor agrees to waive enforcement worldwide of the rights against LSCO, its successors, licensees, assigns, distributors and customers or, if necessary, to exclusively license the rights, worldwide to LSCO with the right to sublicense. These rights are assignable by LSCO.

8. Right to Audit

8.1 Right to Audit. Contractor agrees that LSCO, or any of its duly authorized representatives, at any time during the term of the Agreement, will have access to, and the right to audit and examine, any relevant books, documents, papers, and records of Contractor and related Contractor charges incurred in its performance under this Agreement. Such records will be kept by Contractor for a period of four years after Final Payment under this Agreement. Contractor agrees to refund LSCO within thirty days of being notified by LSCO of any overpayments disclosed by any audits.

8.2 State Auditor’s Right to Audit. Contractor understands that acceptance of funds under this Agreement constitutes acceptance of the authority of the State of Texas Auditor's Office or any successor agency (Auditor), to conduct an audit or investigation in connection with those funds. Contractor shall cooperate with the State Auditor’s Office in the conduct of the audit or investigation, including providing all records requested. Contractor shall ensure that this paragraph concerning the State’s authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. Additionally, the State Auditor’s Office shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, audit documentation, and records of the Contractor relating to this contract for any purpose.

9. Notices

Except as otherwise provided by this Section, notices, consents, approvals, demands, requests or other communications required or permitted under this Agreement, will be in writing and sent via certified mail, hand delivery, overnight courier, facsimile transmission (to the extent a facsimile number is provided below), or email (to the extent an email address is provided below) as indicated below, and notice will be deemed given (i) if delivered by certified mailed, when deposited, postage prepaid, in the United States mail, or (ii) if delivered by hand, overnight courier, facsimile (to the extent a facsimile number is provided below) or email (to the extent an email address is provided below), when received:

If to LSCO: Lamar State College Orange Attention: Procurement Services 410 W. Front Street Orange, TX 77630

Or via email: purchasing@lsco.edu

If to Contractor: INSERT CONTRACTOR NAME Attn: INSERT “ATTENTION TO” NAME

INSERT ADDRESS

INSERT CITY, ST, ZIP

Or via email: INSERT CONTACT EMAIL or other person or address as may be given in writing by either party to the other in accordance with this Section.

10. Indemnification

CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY LSCO, AND HOLD HARMLESS LSCO AND THEIR REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY "INDEMNITEES") FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY "CLAIMS") BY ANY PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY THE ACTS, OMISSIONS, OR WILLFUL MISCONDUCT OF CONTRACTOR, OR IT AGENTS, EMPLOYEES, SUBCONTRACTORS, SUPPLIERS OR ANYONE DIRECTLY EMPLOYED BY CONTRACTOR OR ANYONE FOR WHOSE ACTS CONTRACTOR MAY BE LIABLE. THE FOREGOING SHALL NOT APPLY IF DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNITEES. IN ADDITION, CONTRACTOR WILL INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY LSCO0, AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT, WHICH ANY INDEMNITEE HAS, BY LAW OR EQUITY. IN THE EVENT OF LITIGATION, LSCO AGREES TO COOPERATE REASONABLY WITH CONTRACTOR. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.

11. Limitations

THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF LSCO (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THOSE TERMS AND CONDITIONS RELATING TO LIENS ON LSCO’S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS’ FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE “LIMITATIONS”), AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON LSCO EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS.

12. Sovereign Immunity

Notwithstanding any provision of the Agreement, nothing herein shall be construed as a waiver by LSCO of its constitutional, statutory or common law rights, privileges, immunities or defenses. To the extent the terms of this paragraph conflicts with any other provision in the Agreement, the terms of this paragraph shall control.

13. Cybersecurity Training Program

Pursuant to Section 2054.5192, Texas Government Code, Contractor and its subcontractors, officers, and employees, who are provided credentials granting access to LSCO’s computer system also known as LSCO’s information system, must complete a cybersecurity training program certified under Section 2054.519, Texas Government Code as selected by LSCO. The cybersecurity training program must be completed during the Initial Term and any renewal period of this Agreement. Contractor shall verify in writing completion of the program to LSCO within the first thirty (30) calendar days of the Term and any renewal period of this Agreement. Failure to comply with the requirements of this section are grounds for termination for cause of this Agreement.

14. Undocumented Workers / Immigration

The Immigration and Nationality Act (8 USC §1324a) (Immigration Act) makes it unlawful for an employer to hire or continue employment of undocumented workers. The United States Immigration and Customs Enforcement Service has established the Form I-9 Employment Eligibility Verification Form (I-9 Form) as the document to be used for employment eligibility verification (8 CFR §274a). Among other things, Contractor is required to: (1) have all employees complete and sign the I-9 Form certifying that they are eligible for employment; (2) examine verification documents required by the I-9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the I-9 Form, and complete the certification portion of the I-9 Form; and (4) retain the I-9 Form as required by Applicable Laws. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status. If Contractor employs unauthorized workers during performance of this Agreement in violation of the Immigration Act, then, in addition to other remedies or penalties prescribed by Applicable Laws, LSCO may terminate this Agreement in accordance with Section 18 Contractor represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration Act.

15. Independent Contractor

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the contrary, Contractor is an independent contractor and is not a state employee, partner, joint venturer, or agent of LSCO. Contractor will not bind nor attempt to bind LSCO to any agreement or contract. As an independent contractor, Contractor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including workers’ compensation insurance.

16.4 Media / Press Releases. Except when defined as part of Covered Services, Contractor will not make any press releases, public statements, or advertisement referring to the Services or the engagement of Contractor as an independent contractor of LSCO in connection with the Services or release any information relative to the Services for publication, advertisement or any other purpose without the prior written approval of LSCO.

16.5 Public Information Act. LSCO strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act (TPIA), Chapter 552, Texas Government Code. In accordance with §§552.002 and 2252.907, Texas Government Code, and at no additional charge to LSCO, Contractor will make any information created or exchanged with LSCO pursuant to this Agreement (and not otherwise exempt from disclosure under TPIA) available in a format reasonably requested by LSCO that is accessible by the public.

16.6 Termination. In addition to any other termination rights in this Agreement and any other rights at law or equity, if LSCO reasonably determines that Contractor has breached any of the restrictions or obligations in this Section, LSCO may immediately terminate this Agreement without notice or opportunity to cure.

16.7 Duration. The restrictions and obligations under this Section will survive expiration or termination of this Agreement for any reason.

17. Insurance Requirements

Prior to commencement of any work, and at all times, during the term of this Agreement, Contractor must obtain and maintain the minimum insurance coverages set forth below. Contractor is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

17.1 Workers’ Compensation Insurance with statutory limits for the State of Texas, and Employer’s Liability Insurance with limits of not less than:

Employers Liability - Each Accident - $1,000,000 Employers Liability - Each Employee - $1,000,000 Employers Liability - Policy Limit - $1,000,000

Policies must include (a) Other States Endorsement to include TEXAS if business is domiciled outside the State of Texas, and (b) a waiver of all rights of subrogation and other rights in favor of LSCO.

17.2 Commercial General Liability Insurance with limits of not less than:

Each Occurrence Limit - $1,000,000 Damage to Rented Premises - $300,000 Medical Expenses (any one person) - $10,000 Personal & Advertising Injury - $1,000,000 General Aggregate - $2,000,000 Products - Completed Operations Aggregate - $2,000,000

Policy must include independent contractor’s liability, covering, but not limited to, the liability assumed under the indemnification provision of this contract, fully insuring Contractor’s (or Subcontractor’s) liability for bodily injury (including death) and property damage.

17.3 Business Auto Liability Insurance covering all owned, non-owned or hired automobiles, with limits of not less than $1,000,000 Combined Single Limit Bodily Injury and Property Damage.

17.6 Cyber Liability Insurance with limits of not less than $10,000,000 for each wrongful act is required. The policy must cover:

A. Liability for network security failures or privacy breaches, including loss or unauthorized access, use or disclosure of LSCO’s data, whether by Contractor or any of subcontractor or cloud service provider used by Contractor;

B. Costs associated with a privacy breach, including notification of affected individuals, customer support, forensics, crises management / public relations consulting, legal services of a privacy attorney, credit monitoring and identity fraud resolution services for affected individuals;

C. Expenses related to regulatory compliance, government investigations, fines, fees assessments and penalties;

D. Liability for technological products and services;

E. PCI fines, fees, penalties and assessments;

F. Cyber extortion payment and response costs;

G. First and Third-Party Business Interruption Loss resulting from a network security failure;

H. Liability for technological products and services;

I. Costs of restoring, updating or replacing data; and J. Liability losses connected to network security, privacy, and media liability.

17.9 Aviation Insurance (including coverage for Drones) with limits of not less than $1,000,000 and coverage extended to Bodily Injury, Property Damage, Personal Injury and Advertising Injury.

17.10 Additional insurance requirements:

A. Insurance must be placed with insurers duly licensed or authorized to do business in the state of Texas and with an “A.M. Best” rating of not less than A- VII.

B. Before the commencement of any work, Contractor must furnish to LSCO’s Risk Manager an original, latest edition Certificate of Insurance written on a standard ACORD form acceptable to LSCO, evidencing that it has procured the insurance required herein. LSCO reserves the right to require Contractor to provide updated certificates of insurance, declaration pages, and/or endorsements evidencing the terms and conditions required herein at any time. Contractor must replace all such certificates with new ones within 10 days of expiration. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project.

C. With the exception of Workers’ Compensation, Employer’s Liability, and Professional Liability, LSCO, its officers, employees, agents, and volunteers must be included as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor. Commercial General Liability must include LSCO and its officers, employees, agents, and volunteers as additional insureds for both on-going and completed operations.

D. All policies must be endorsed to provide a waiver of subrogation in favor of LSCO.

E. All policies of insurance must be endorsed to be primary and non-contributory with any insurance coverages and/or self-insurance maintained by LSCO.

F. All insurance policies must provide for written notice of cancellation to be sent to LSCO in accordance with policy provisions. In the event of notice of cancellation of or material change in any insurance required herein, within two (2) days upon receiving such notice, Contractor shall provide written notice to LSCO.

G. Contractor must require and verify that any and all contractors, architects, engineers and other consultants which are not protected under Contractor’s own insurance policies maintain insurance of the same nature and in the same amounts as required of Contractor in this Agreement.

17.11 The insurance policies required in this Agreement will be kept in force for the periods specified below:

A. Commercial General Liability Insurance and Business Automobile Liability Insurance will be kept in force until receipt of Final Payment by LSCO to Contractor.

B. Workers' Compensation Insurance and Employer’s Liability Insurance will be kept in force until Services have been fully performed and accepted by LSCO in writing.

C. If any insurance coverage required herein is written on a “claims made” basis, the policy retroactive date must precede the effective date of this Agreement and must not be advanced during the term of this Agreement. Contractor agrees that such coverage must remain in force, either by maintaining continuous “claims made” coverage or by purchasing an extended reporting option, until the applicable preemptive period or statute of repose for any claims has expired. Contractor must provide LSCO with proof of continuous coverage at the time the policy is renewed.

18. Default and Termination

18.1 Termination for Default. In the event of a material failure by a party to this Agreement to perform in accordance with its terms (default), the other party may terminate this Agreement upon thirty (30) days’ written notice of termination setting forth the nature of the material failure; provided, that, the material failure is through no fault of the terminating party. The termination will not be effective if the material failure is fully cured prior to the end of the thirty-day (30-day) period.

18.2 Termination for Convenience. LSCO may, without cause, terminate this Agreement at any time upon giving thirty (30) days’ written notice to Contractor. Upon termination pursuant to this Section, Contractor will be entitled to payment of an amount that will compensate Contractor for Services satisfactorily performed from the time of the last payment date to the termination date in accordance with this Agreement; provided, that, Contractor has delivered all Work Material to LSCO. Notwithstanding any provision in this Agreement to the contrary, LSCO will not be required to pay or reimburse Contractor for any services performed or for expenses incurred by Contractor after the date of the termination notice, that could have been avoided or mitigated by Contractor.

18.3 LSCO may terminate this Agreement immediately with no further notice if Contractor: (a) petitions for reorganization under the Bankruptcy Code or is adjudged bankrupt; (b) becomes insolvent; or (c) makes a general assignment or sale of Contractor’s assets or business for the benefit of creditors.

18.4 Termination under this Section does not relieve Contractor or any of its employees, subcontractors or agents from liability for any default or breach under this Agreement or any other act or omission of Contractor.

19. General

19.1 Loss of Funding. Performance by LSCO under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (Legislature) and/or allocation of funds by the Board of Regents of The Texas State University System (Board). If the Legislature fails to appropriate or allot necessary funds, or the Board fails to allocate necessary funds, then LSCO will issue written notice to Contractor and LSCO may terminate this Agreement without further duty or obligation. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond LSCO’s control.

19.2 Exclusivity. This Agreement is not exclusive, and LSCO may engage other vendors or use its own employees to perform Services.

19.3 Governing Law and Venue. The Agreement and all claims arising from the Agreement shall be interpreted and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any judicial action or proceeding between the parties relating to the Agreement and all claims arising from the Agreement shall be brought in the federal or state courts serving Orange County in the State of Texas.

19.4 Buy Texas Affirmation. If Contractor will provide services under the Agreement, Contractor covenants and agrees that in accordance with Section 2155.4441, Texas Government Code, in performing its duties and obligations under the Agreement, Contractor will purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas.

19.5 Force Majeure. Except as otherwise provided, neither Contractor nor LSCO, shall be liable to the other for any delay in, or failure of performance, of a requirement contained in this agreement caused by Force Majeure, incidents of force majeure will include but are not limited to the following: acts of God, strikes, epidemics and pandemics, war, riots, flood, fire, sabotage, or any other circumstances of like character. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed, provided the non-performing party exercises all reasonable due diligence to perform.

19.6 Assignment and Subcontractors. Subcontractors providing services under the Agreement shall meet the same requirements and level of experience required of the Contractor. No subcontractor shall relieve the Contractor of responsibility for ensuring the requested services are provided as required under this Agreement.

19.7 Waivers. No delay or omission in exercising any right accruing upon a default in performance of this Agreement will impair any right or be construed to be a waiver of any right. A waiver of any default under this Agreement will not be construed to be a waiver of any subsequent default under this Agreement.

19.8 Trademark License and Ownership. Nothing in this Agreement permits Contractor to use LSCO’s logo, trademark, service mark, any Component Institution or The Texas State University System name or likeness and Contractor understands and agrees that such use is strictly prohibited. Additionally, the Contractor is prohibited from referencing LSCO or Component Institution in any form of marketing or media, including websites, social media and print media. LSCO may immediately terminate this Agreement in the event of a breach of this provision by the Contractor. This provision shall remain in effect after the termination or expiration of this Agreement.

19.9 Entire Agreement; Modifications. The Agreement (including all exhibits, schedules, supplements and other attachments (collectively, Exhibits) supersedes all prior agreements, written or oral, between Contractor and LSCO and will constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. The Agreement and each of its provisions will be binding upon the parties and may not be waived, modified, amended or altered except in writing signed by LSCO and Contractor.

19.10 Captions. The captions of sections and subsections in this Agreement are for convenience only and will not be considered or referred to in resolving questions of interpretation or construction.

19.11 Title and Risk of Loss. Title to and risk of loss to any goods to be delivered under this Agreement will not pass to LSCO until LSCO actually receives and takes possession of such goods at the point of delivery.

19.12 Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted assigns and successors.

19.13 Severability. In case any provision of this Agreement will, for any reason, be held invalid or unenforceable in any respect, the invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if the invalid or unenforceable provision had not been included.

19.14 Limitation of Liability. EXCEPT FOR LSCO’S OBLIGATION (IF ANY) TO PAY CONTRACTOR CERTAIN FEES AND EXPENSES LSCO WILL HAVE NO LIABILITY TO CONTRACTOR OR TO…