ESBD_538116_1784115730750_Section III Terms and Conditions for RFP.pdf

Texas Veterans Commission – Section III Terms and Conditions

SECTION III Terms and Conditions June 2026

(ITEMS BELOW APPLY TO AND BECOME A PART OF THE CONTRACT)

Any Contract awarded as a result of this solicitation will contain the General Terms and Conditions listed below in this Section. Subcontractors are also obliged to comply with these provisions.

1. DEFINITIONS

1.1. As used throughout this solicitation, the following terms have the meaning set forth below. All other terms have the meaning outlined in Webster’s II New College Dictionary.

1.2. Contractor: The individual, corporation, company, partnership, firm, or organization that has to furnish the materials and has to perform the work as stated in the solicitation.

1.3. ESBD: The Electronic State Business Daily, which is available online at http://www.txsmartbuy.com/esbd.

1.4. Gov’t Code: The Texas Government Code.

1.5. Owner: Texas Veterans Commission, an agency of the State of Texas.

1.6. Party/Parties: Either the Texas Veterans Commission and Respondent separately or collectively.

1.7. Respondent: Any person or Vendor who submits a Bid/Proposal/Offer in response to this solicitation.

1.8. Services: Includes the use of labor, materials, facilities, equipment, and any other need that is necessary or incidental to the successful completion of the Contract.

1.9. Subcontractor: Any supplier, distributor, Contractor, person, or firm furnishing to the Contractor, materials, or services necessary or incidental to the performance of the Contract between Texas Veterans Commission and Contractor.

1.10. TAC: The Texas Administrative Code, which is the publication of administrative rules.

1.11. Texas Identification Number: A unique 11-digit number assigned by the Texas Comptroller of Public Accounts. When a Payee first contracts with a state agency, that Payee must provide either a federal Employer Identification Number (EIN) or a Social Security number (SSN). The Texas Identification Number (TIN) is based on this number. (Note: If the Respondent does not have a TIN, or does not know their TIN, they may list their EIN or SSN on the “Texas Identification Number” line of the Vendor Information Block of their RFP, RFO, IFB, or RFQ response.)

http://www.txsmartbuy.com/esbd

1.12. TVC: Texas Veterans Commission acting on behalf of the State of Texas.

2. SPECIFICATIONS

2.1. The goods/services provided shall be in accordance with the purchase specifications herein. Texas Veterans Commission will decide the answers to all questions that may arise as to the interpretation of the specifications and the quality, or acceptability of goods/services provided. Texas Veterans Commission will decide the rate of progress of the work and the acceptable fulfillment of the goods/service on the part of the Contractor.

2.2. Catalogs, brand names, or manufacturer's references are descriptive only and indicate the type and quality desired. Bids/Proposals on brands of like nature and quality will be considered unless advertised under Texas Gov't Code §2155.067. If the Respondent is offering brands other than the references, the response should show the manufacturer, brand or trade name, and other description of the product offered. If Respondent is offering brand(s) other than the brand(s) specified, illustrations, and complete description of the product offered are requested to be made part of the bid. Failure to take exception to specifications or reference data will require Respondent to furnish specified brand names, numbers, etc.

2.3. Unless otherwise specified, items shall be new and unused and of current production.

2.4. Samples, when requested, must be furnished free of charge to the State. If not destroyed in the examination, they will be returned to the Respondent, on request, at the Respondent's expense.

Each sample should be marked with the Respondent's name address, and requisition number. Do not enclose or attach the response submission to the sample.

2.5. The State will not be bound by any oral statement or representation contrary to the written specifications of this Solicitation.

2.6. The manufacturer’s standard warranty shall apply unless otherwise stated in the solicitation.

3. AWARD OF A PURCHASE ORDER:

Standard Purchase Order Terms and Conditions apply. If a conflict exists between the standard Purchase Order Terms and Conditions and specific language in this solicitation, the language in the solicitation shall prevail.

3.1. A response to a solicitation is an offer to Contract with Texas Veterans Commission based on the terms, conditions, and specifications contained in the solicitation. Responses do not become Contracts unless and until they are accepted through an authorized Texas Veterans Commission designee by issuance of a Purchase Order.

3.2. This procurement will be conducted in accordance with the State Purchasing Act, Title 10, Subtitle D, Chapters 2151 through 2177 of the Texas Gov’t Code (TGC) and Texas Veterans Commission rules. Any Contract resulting from this procurement shall consist of one (1) document. This document will contain all the rights and duties of the parties extracted from the relevant terms and conditions of this solicitation (including its attachments, exhibits, supplements, and addenda); the successful Contractor’s response; any Texas Veterans Commission request for a Best and Final Offer; and any successful Contractor’s Best and Final Offer, if applicable.

3.3. Best Value – Texas Veterans Commission will be the sole judge of best value. Award will be based on Best Value criteria and may include, but are not limited to:

3.3.1. Best meets the goals and objectives of the solicitation as stated above.

3.3.2. Best meets the quality and reliability of the proposed services.

3.3.3. Effect of the proposed solution on agency productivity.

3.3.4. Provides the most customer-focused solution that will best meet the needs of the public.

3.3.5. Experience in successfully providing services in this solicitation.

3.3.6. Past Performance: A Respondent’s past performance will be measured based on pass/fail criteria in compliance with applicable provisions of Gov't Code §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125. Respondents may fail this selection criterion for any of the following conditions:

• The Vendor has a score less than C or Legacy Unsatisfactory in the Vendor Performance System,

• Currently under a Corrective Action Plan through the

Texas Comptroller of Public Accounts (CPA),

• Having repeated negative Vendor Performance Reports for the same reason,

• Having Purchase Orders that have been canceled in the previous

12 months for non-performance (i.e., late delivery, etc.).

3.3.7. Contractor performance information is located on the CPA website at:

www.txsmartbuy.com/vpts. CPA may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas Administrative Code §20.115), CPA may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of Contracts. Any such investigations shall be at the sole discretion of CPA, and any negative findings, as determined by CPA, may result in non-award to the Respondent.

4. UNIT PRICES: Respondents must price per unit shown. Unit prices shall govern in the event of extension errors.

http://www.txsmartbuy.com/vpts

5. FREIGHT: Quote FOB destination, freight prepaid, and allowed unless otherwise stated within the specifications.

6. DELIVERY

6.1. Show the number of days required to place material in the receiving agency's designated location under normal conditions. Delivery days mean calendar days unless otherwise specified. Failure to state delivery time obligates Respondent to deliver in 14 calendar days. Unrealistic delivery promises may cause solicitation to be disregarded.

6.2. If a delay is foreseen, the Contractor shall give written notice to the Texas Veterans Commission. The contractor must keep the Texas Veterans Commission advised at all times of the status of the order.

6.3. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Texas Veterans Commission to purchase supplies elsewhere and charge a full increase, if any, in cost and handling to the defaulting Contractor.

6.4. Substitutions: No substitutions are permitted without written approval of Texas Veterans Commission.

6.5. Delivery shall be made during normal working hours only unless prior approval has been obtained from the ordering agency. Normal working hours are 8:00 AM until 5:00 PM Monday through Friday except for State and National holidays.

7. TESTING AND INSPECTION:

7.1. Texas Veterans Commission may test and inspect goods and services purchased under the Contract to ensure compliance with the specifications of this solicitation and the Contract. Texas Veterans Commission may also test and inspect goods and services before they are purchased under the Contract.

Authorized Texas Veterans Commission personnel shall have access to the Respondent's place of business to inspect the goods. To the extent practical, Texas Veterans Commission inspections will not disrupt the Respondent's daily operations. Tests shall be performed on samples submitted with the Bid/Proposal or on samples taken from regular shipments. All costs of testing and inspection shall be borne by the Respondent. In the event the goods tested fail to meet or exceed all conditions and requirements of the solicitation and Contract, the goods will be rejected in whole or in part, at the State's option, and returned to the Respondent or held for disposition at the Respondent's expense.

Latent defects may result in cancellation of the Contract at no expense to the state.If the material fails to meet specifications, the Respondent will be notified by fax, mail, or e-mail. The Respondent will have ten (10) working days after receipt of the notification to remove the rejected material from state property.

Material will be removed at the Respondent’s expense. Material not removed in the allotted time period will be disposed of by Texas Veterans Commission. The Respondent will be charged for all disposable expenses conducted by Texas Veterans Commission.

8. CHANGES: Texas Veterans Commission may at any time, by written order, make changes within the general scope of this Contract, in the definition of services to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place of performance thereof. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the services under this Contract, whether changed or not changed by any such order, an equitable adjustment shall be made in the Contract price or time of performance or both and the Contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change, provided, however, that Texas Veterans Commission, if it decides that the facts justify such action, may receive and act upon such claims asserted at any time prior to final payment under this Contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Dispute Resolution."

9. INVOICING AND PAYMENT:

9.1 Invoices: In order to receive payment under the Contract, the Contractor must submit an original invoice to Texas Veterans Commission, which will be designated in the Purchase Order as the "Bill To" address. To be a proper invoice that may be accepted and paid, the invoice must include the following information and/or attachments: (1) Name and address of the Contractor. (2) The Contractor's Texas Identification Number (TIN). (3) The Contractor's invoice remittance address. (4) The Purchase Order number authorizing the delivery of products or services. (5) A description of what the Contractor 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 Contractor must also include the payment number (e.g., 1 of 36).

9.2 Disputed Invoices: As stated above, the Contractor will receive notice of an error in an invoice submitted for payment not later than the 21st day after the date the invoice was received by the Texas Veterans Commission. If an invoice dispute is resolved in favor of the Contractor, the Contractor is entitled to receive interest on the unpaid balance of the invoice, beginning on the date the invoice became overdue, pursuant to Gov't Code §2251.021. If a dispute is resolved in favor of the Texas Veterans Commission, the Contractor shall submit a corrected invoice that must be paid in accordance with Section

2251.021. The unpaid balance accrues interest if the corrected invoice is not paid by the appropriate date.

9.3 Time and Manner of Payment: Pursuant to Texas Gov’t Code Chapter 2251, payment by Texas Veterans Commission is overdue on the 31st day after the later of (1) the date the Texas Veterans Commission receives the goods under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date the Texas Veterans Commission receives the invoice for the goods or service. Payment by a political subdivision Customer whose governing body meets only once a month or less frequently is overdue on the 46th day after the later event of: (1) the date Texas Veterans Commission receives the goods under the Contract; (2) the date the performance of the service under the Contract is completed; or (3) the date Texas Veterans Commission receives the invoice for the goods or service.

10. PATENTS, TRADEMARKS, OR COPYRIGHTS: Respondent agrees to defend and indemnify the Texas Veterans Commission and State from claims involving infringement or violation of patents, trademarks, copyrights, trade secrets, or other proprietary rights, arising out of the Texas Veterans Commission's or the State's use of any good or service provided by the Respondent as a result of this solicitation.

11. 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 Bid/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.

12. ANTI-TRUST AND ASSIGNMENT OF CLAIMS: The undersigned affirms under penalty of perjury of the laws of the State of Texas that (1) in connection with this Response, neither I nor any representative of the Respondent has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm Code Chapter 15; (2) in connection with this Response, neither I nor any representative of the Respondent has violated any federal antitrust law; and (3) neither I nor any representative of the Respondent has directly or indirectly communicated any of the contents of this Response to a competitor of the Respondent or any other company, firm, partnership, or individual engaged in the same line of business as the Respondent. The successful Contractor hereby assigns to Texas Veterans Commission, any and all claims for overcharges associated with any contract resulting from this solicitation which arise under the antitrust laws of the United States 15 U.S.C.A., Section 1, et seq. (1973), and which arise under the antitrust laws of the State of Texas, Texas Business and Commercial Code Ann. Sec. 15.01, et seq.

(1967).

13. DEBTS AND DELINQUENCIES: As required by Gov't Code §2252.903, the Respondent agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency is has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support.

14. DISPUTE RESOLUTION:

14.1. The dispute resolution process provided for in Chapter 2260 of the Texas Gov’t Code and Texas Veterans Commission regulations shall be used by Texas Veterans Commission and the Respondent to resolve all disputes arising under this Contract. The Contractor shall comply with such rules, as revised from time to time.

14.2. If the Contractor's claim for breach of Contract cannot be resolved informally with Texas Veterans Commission, it shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit written notice, as required by Chapter 2260. The notice shall also be given to the individual identified in the Contract for receipt of notices. Any informal resolution efforts shall in no way modify the requirement or toll the timing of the formal written notice of a claim for breach of Contract required under § 2260.051 of Texas Gov’t Code. Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

14.3. The contested case process provided in Chapter 2260 is the Contractor's sole and exclusive process for seeking a remedy for an alleged breach of Contract by Texas Veterans Commission if the Parties are unable to resolve their disputes as described above.

14.4. Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the Contract by Texas Veterans Commission nor anyother conduct of any representative of Texas Veterans Commission relating to the Contract shall be considered a waiver of sovereign immunity to suit.

14.5. Notwithstanding any other provision of the Contract to the contrary, unless otherwise requested or approved in writing by Texas Veterans Commission, the Contractor shall continue performance and shall not be excused from performance during the period any breach of Contract claim or dispute is pending under either of the above processes; however, the Contractor may suspend performance during the pendency of such claim or dispute if the Contractor has complied with all provisions of Gov't Code §2251.051,and such suspension of performance is expressly applicable and authorized under that law.

15. FRAUD, WASTE, AND ABUSE: By submitting a Response to this Solicitation, the

Respondent represents and warrants that it has read and understood and shall comply with CPA’s Anti-Fraud Policy, found at:

https://comptroller.texas.gov/about/policies/ethics.php, as such Policy currently reads and as it is amended throughout the term of the Contract.

16. NAME CHANGES AND SALES:

16.1. If the Contractor changes its name or is sold to another entity, it must provide written notification to Texas Veterans Commission. The Contractor, 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 Contractor, the Contractor shall identify the new personnel and provide resumes to Texas Veterans Commission, if resumes were originally required by the Solicitation. Texas Veterans Commission may request other information about the change and its impact on the Contract and the Contractor shall supply the requested information within five (5) working days of receipt of the request.

16.2. Texas Veterans Commission may terminate the Contract due to a sale of or change to the Contractor that materially alters the Contractor's ability to perform under the Contract. The Texas Veterans Commission has the sole discretion to determine if termination is appropriate.

17. CONTRACTOR RESPONSIBILITIES:

17.1. The contractor agrees to comply with all terms and conditions contained in this solicitation and the resulting Contract.

17.2. The contractor guarantees the services offered will meet or exceed the written specifications identified in this solicitation.

17.3. Permits: The contractor shall be responsible, at the Contractor’s expense, for obtaining any and all permits or licenses required by city, county, state, or federal rules, regulations, laws, or codes that pertain to the Contract.

17.4. Electrical Items: All electrical items provided by the Contractor to Texas Veterans Commission under the Contract must meet all applicable OSHA standards and regulations, and bear the appropriate listing from UL, FMRC, or

NEMA.

17.5. Executive Head: Pursuant to Gov't Code §669.003, the Texas Veterans Commission may not enter into a contract with a person who employs a current or former Executive Head of a state agency until four years have passed since that person was the executive head of the state agency. By submitting a Proposal, the Respondent certifies that it does not employ any person who was the Executive Head of a state agency in the past four years. If Section 669.003 applies, the Respondent shall complete the following information in order for the response submission to be evaluated:

Name of former executive:

Name of state agency:

Date of separation from the state agency:

Position with Respondent:

Date of employment with Respondent:

17.6. Contractor agrees to take precautions necessary to protect person or property against injury or damage and be responsible for such injury or damage.

17.7. Contractor agrees to comply with Federal law or State Worker’s Compensation laws which are applicable to the work required or performed under this Contract and to pay or cause to be paid all compensation, medical or hospital bills which may become due or payable thereunder, and to protect and indemnify Texas Veterans Commission from and against any and all liability by reason of injury to employees of Contractor or subcontractor.

17.8. Contractor shall provide all labor, equipment, and materials (unless otherwise stated herein) necessary to furnish the goods or perform the service. All employees of the Contractor shall be a minimum of 17 years of age and experience in the type of work to be performed. Only the Contractor and its employees will be allowed on state property during working hours.

18. TERMINATED CONTRACTS: By submitting a Response, the Respondent certifies that it has not had a Contract terminated or been denied the renewal of any Contract for non-compliance with policies or regulations of any state or federally funded program within the past five (5) years nor is it currently prohibited from contracting with a governmental agency. If the Respondent does have such a terminated Contract, the Respondent shall identify each and provide an explanation for the termination.

19. INDEPENDENT CONTRACTOR: The Contract shall not render the Contractor an employee, officer, or agent of the Texas Veterans Commission for any purpose. The Contractor is and shall remain an independent Contractor in relationship to the Texas Veterans Commission. The Texas Veterans Commission shall not be responsible for withholding taxes from payments made under the Contract. The Contractor shall have no claim against the Texas Veterans Commission 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.

20. RIGHT TO AUDIT / RECORDS RETENTION: Under Section 2262.154 of the Texas Gov’t Code, the State Auditor may conduct an audit or investigation of any entity receiving funds from the state directly under any Contract or indirectly through a subcontract under the Contract. The acceptance of funds by the Contractor or other entity or person directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the State Auditor’s Office, Texas Veterans Commission, or any successor agency, 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, the Contractor or other entity that is the subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit. The contractor shall ensure that this paragraph concerning the State’s authority to audit funds received indirectly by subcontractors through the Contractor and the requirement to cooperate is included in any subcontract it awards. Contractor shall maintain and retain supporting fiscal and any other documents relevant to showing that any payments under these Contract funds were expended in accordance with the laws and regulations of the State of Texas, including but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor. The contractor shall maintain all such documents and other records relating to this Contract and the State’s property for a period of seven (7) years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. The contractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to the work of this Contract. The contractor and the subcontractors shall provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. The contractor must retain all work and other supporting documents pertaining to this Contract, for purposes of inspecting, monitoring, auditing, or evaluating by Texas Veterans Commission and any authorized agency of the State of Texas, including an investigation or audit by the State Auditor. The contractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all of such State’s work as requested. The contractor’s failure to comply with this Section shall constitute a material breach of this Contract and shall authorize Texas Veterans Commission and the State of Texas to immediately assess appropriate damages for such failure.

21. FORCE MAJEURE: Neither Respondent nor Texas Veterans Commission shall be liable to the other party for any delaying, or failure of performance, of any requirement in the Contract caused by force majeure. 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. Force majeure is defined as acts of God, fire, explosions, hurricanes, floods, epidemics, or pandemics, national or regional emergencies, failures of transportation, or other causes that are beyond the reasonable control of either party and that by the exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. The burden of proof for the need for such relief shall rest upon the Contractor. To obtain release based on force majeure, the Contractor shall file a written request with Texas Veterans Commission reasonably promptly from the time the force majeure event occurs.

22. PROPRIETARY OR CONFIDENTIAL INFORMATION; TEXAS PUBLIC INFORMATION ACT:

22.1. Any proprietary, trade secret, or otherwise confidential information Respondent includes in its Proposal must be clearly labeled as proprietary or confidential information, and Respondent must identify the specific exception to disclosure in the Public Information Act (PIA). Merely making a blanket claim that the entire Proposal is protected from disclosure because it contains some proprietary information is not acceptable and shall make the entire Proposal subject to release under the PIA. In order for Texas Veterans Commission to initiate the process of seeking an Attorney General opinion on the release of proprietary or confidential information, the specific provisions of the Proposal that are considered by the Respondent to be proprietary or confidential must be clearly labeled as described herein. Any information that is not clearly identified as proprietary or confidential shall be deemed to be subject to disclosure pursuant to the PIA.

22.2. Information, documentation, and other material in connection with this Response or any resulting Contract may be subject to public disclosure under the Texas Public Information Act, Chapter 552 of the Texas Gov’t Code.

22.3. Contractor is required to make any information created or exchanged with the state pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state.

23. RIGHT TO DATA, DOCUMENTS AND COMPUTER SOFTWARE (STATE OWNERSHIP):

Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by the Contractor in the performance of its obligations under this Contract shall be the exclusive property of the State of Texas and all such materials shall be delivered to the State by the Contractor upon completion, termination, or cancellation of this Contract. The contractor may, at its own expense, keep copies of all its writings for its personal files. The contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of the Contractor’s obligations under this Contract without the prior written consent of the State; provided, however, that the Contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.

24. PUBLIC DISCLOSURE / NEWS RELEASES: No public disclosures or news releases pertaining to this solicitation shall be made without prior written approval of Texas Veterans Commission.

25. CONFIDENTIALITY AND SECURITY: The Contractor should not receive any sensitive or confidential information under the Contract. Any information the Contractor 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 Contractor 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 Contractor under this Confidentiality and Security Article shall survive this Contract and shall be included in all subcontracts.

26. TERMINATION: This Contract shall terminate upon full performance of all requirements contained in this Contract unless otherwise extended or renewed as provided in accordance with the Contract Terms and Conditions.

26.1. Termination for Convenience: Texas Veterans Commission reserves the right to terminate the Contract at any time, in whole or in part, without cost or penalty, by providing 30 calendar days advance written notice if Texas Veterans Commission determines that such termination is in the best interest of the state. In the event of such a termination, the Contractor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. Texas Veterans Commission will be liable for payments limited only to the portion of work authorized by Texas Veterans Commission in writing and completed prior to the effective date of cancellation, provided that Texas Veterans Commission shall not be liable for any work performed that is not acceptable to Texas Veterans Commission and/or does not meet Contract requirements. All work products produced by the Contractor and paid for by Texas Veterans Commission shall become the property of Texas Veterans Commission and shall be tendered upon request.

Termination under this paragraph shall not relieve the Vendor of any obligation or liability that has occurred prior to cancellation.

26.2. Termination for Cause/Default: If the Contractor 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, the Texas Veterans Commission may, upon written notice of default to the Contractor, terminate all or any part of the Contract after providing an opportunity to cure the default.

26.2.1. Contractor will be responsible for paying damages to Texas Veterans Commission including but not limited to re-procurement costs, and any consequential damages to the State of Texas or Texas Veterans Commission resulting from Contractor ‘s non-performance. The defaulting Contractor will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work unless the specification or scope of work is significantly changed.

26.3. The rights and remedies of Texas Veterans Commission provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

26.4. Texas Veterans Commission 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 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 Texas Veterans Commission notifies the Contractor in writing prior to the exercise of such remedy. The Contractor shall remain liable for all covenants and indemnities under the Contract. The Contractor shall be liable for all costs and expenses, including court costs, incurred by Texas Veterans Commission with respect to the enforcement of any of the remedies listed herein.

27. SURVIVAL OF TERMS: Termination of the Contract for any reason shall not release the Contractor 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.

28. RIGHTS UPON TERMINATION OR EXPIRATION OF CONTRACT: In the event that the Contract is terminated for any reason, or upon its expiration, Texas Veterans Commission shall retain ownership of all associated work products and documentation obtained from the Contractor under the Contract, unless otherwise specified.

29. 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 Texas Veterans Commission or the Contractor 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.

30. TAXES: Purchases made for state uses are exempt from Texas State Sales Tax and

Federal Excise Tax. An Excise Tax Exemption Certificate will be furnished upon written request to Texas Veterans Commission.

31. BUY TEXAS: In accordance with §2155.4441, Gov't Code, the Contractor agrees that during the performance of a Contract for services, it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside Texas.

32. NOTE TO RESPONDENT: Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on this solicitation form and may result in disqualification of the response submission. If any Respondent takes a ‘blanket exception’ to the entire solicitation or does not provide proposed alternative language, the Respondent’s response may be disqualified from further consideration.

33. ACCESSIBILITY STANDARDS: Under Texas Government Code, Chapter 2054, Subchapter M, Texas Veterans Commission must procure products that comply with the Accessibility Standards defined in the Texas Administrative Code, 1 TAC 206 and 1 TAC 213, when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. Accordingly, the Contractor must provide electronic and information resources and associated product documentation and technical support that comply with these Accessibility Standards (in the form of a Voluntary Product Accessibility Template, or “VPAT”) in its response to this solicitation. Vendors who do not already have accessibility documentation should complete the form located here: http://www.itic.org/policy/accessibility/. Contractors that claim their products are exempt from accessibility requirements must present that position to Texas Veterans Commission as a question during the question-and-answer period of the solicitation. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY

EXCLUSION: Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and the Respondent is in compliance with the State of Texas statutes and rules relating to procurement and that Respondent is not listed on the federal government's terrorism watch list as described in Executive Order 13224.

34. SYSTEM FOR AWARD MANAGEMENT (SAM): 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. Prior to awarding state funds for goods and/or services rendered, the State of Texas will conduct a required search of your firm using SAM. This is a federal government-maintained database that records and tracks organizations, either known to or suspected of contributing to terrorist organizations. No state funds may be paid to an individual or firm whose name appears on this list. Texas Veterans Commission reserves the right, in its sole discretion, to deny and/or exclude any individual or firm from an award whose name appears on this list.

35. FEDERAL DISASTER RELIEF FRAUD: Sections and 2261.053 of the Gov’t Code, prohibit state agencies from accepting a response or awarding a Contract that includes proposed financial participation by a person who, in the past five years has been convicted of violating federal law or assessed a penalty in connection with a Contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Gov’t Code, occurring after September 24, 2005. Under Sections 2155.006 and 2261.053 of the Texas Gov’t 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 this Contract may be terminated and payment withheld if this certification is inaccurate.

http://www.itic.org/policy/accessibility/

36. APPLICABLE LAWS AND VENUE: The Contract shall be governed by and construed in accordance with the laws of the State of Texas, with regard to the conflicts of law provisions. The venue of any suit arising under this Contract is fixed in any court of competent jurisdiction in Travis County, Texas unless the specific venue is otherwise identified in a statute that directly names or otherwise identifies its applicability to Texas Veterans Commission.

37. APPLICABLE LAWS AND CONFORMING AMENDMENTS: Contractor must comply with all laws, regulations, requirements, and guidelines applicable to a Contractor providing services to the State of Texas as these laws, regulations, requirements, and guidelines currently exist and as they are amended throughout the term of this Contract. Texas Veterans Commission reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its term to incorporate any modifications necessary for Texas Veterans Commission or Contractor’s compliance with all applicable State and federal laws, and regulations.

38. COMPLIANCE WITH LAWS; DEALING WITH PUBLIC SERVANTS:

38.1. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) Texas Penal Code §36.02, which prohibits bribery; (ii) Texas Penal Code §36.09, which prohibits the offering or conferring of benefits to public servants; (iii) Gov't Code §2155.003, which prohibits the chief clerk or any other employee of the Texas Veterans Commission from having an interest in, or in any manner be connected with, a Contract or bid for a purchase of goods or services by an agency of the state or accept from any person to whom a Contract has been awarded anything of value or a promise, obligation, or Contract for future reward or compensation.

38.2. The Respondent shall give all notices and comply with all laws and regulations applicable to the furnishing and performance of the Contract. Except where otherwise expressly required by applicable laws and regulations, Texas Veterans Commission shall not be responsible for monitoring Respondent's compliance with any laws or regulations. If Respondent performs any work knowing or having reason to know that it is contrary to laws or regulations, Respondent shall bear all claims, costs, losses, and damages caused by, arising out of, or resulting therefrom.

39. NO WAIVER: Nothing in this Contract shall be construed as a waiver of the state’s or Texas Veterans Commission’s sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Texas Veterans Commission does not waive any privileges, rights, defenses, or immunities available to Texas Veterans Commission by entering into this Contract or by the conduct of any representative of Texas Veterans Commission, before or subsequent to entering into this Contract.

40. NO LIABILITY UPON TERMINATION: If this Contract is terminated for any reason, Texas Veterans Commission and the State of Texas shall not be liable to the Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination. However, the Contractor may be entitled to the remedies provided in Gov’t Code, Chapter 2260.

41. DECEPTIVE TRADE PRACTICES; UNFAIR BUSINESS PRACTICES: Respondent represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Tex. Bus. & Com. Code, Chapter 17, or allegations of any unfair business practice in any administrative hearing or court suit, and that Respondent is not liable for such practices in such proceedings. The contractor certifies that it has no officers who have served as officers of other entities who have been the subject of Deceptive Trade Practice violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers are not liable for such practices in such proceedings.

42. FALSE STATEMENTS; BREACH OF REPRESENTATIONS: If Respondent signed its

Bid/Proposal with a false statement or signs the Contract with a false statement or it is subsequently determined that Contractor has violated any of the representations, warranties, guarantees, certifications or affirmations included in the Contract, Contractor shall be in default under this Contract and Texas Veterans Commission may terminate or void the Contract for cause and pursue other remedies available to Texas Veterans Commission under this Contract and applicable law.

43. ACTUAL AND PERCEIVED CONFLICTS: By submitting a Bid/Proposal, the Respondent 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. In its Bid/Proposal, the Respondent shall disclose any existing or potential conflict of interest that it might have in contracting with Texas Veterans Commission. The Texas Veterans Commission will decide, in its sole discretion, whether an actual or perceived conflict should result in Bid/Proposal disqualification or Contract termination.

44. CURRENT AND FORMER TVC EMPLOYEES:

44.1. In addition to the disclosures required above, the Respondent shall also disclose any of its personnel who are current or former officers or employees of the Texas Veterans Commission or who are related, within the third degree by consanguinity (as defined by Gov’t Code §573.023) or within the second degree by affinity (as defined by Gov’t Code §573.025), to any current or former officers or employees of the Texas Veterans Commission.

44.2. Respondents must comply with all applicable Texas and federal laws and regulations relating to the hiring of former state employees (see e.g., Gov’t Code Chapters 572 and 573). Such “revolving door” provisions generally restrict former agency heads from communicating with or appearing before the agency on certain matters for two years after leaving the agency. The revolving door provisions also restrict some former employees from representing clients on matters that the employee participated in during state service or matters that were the employees’ official responsibility or from working for certain entities after their state employment. The respondent, by signing this solicitation, certifies that it has complied with all applicable laws and regulations regarding former state employees.

45. INSURANCE AND OTHER SECURITY:

45.1. Respondent represents and warrants that it will, within ten (10) business days of executing this agreement, provide Texas Veterans Commission with current certificates of insurance or other proof acceptable to Texas Veterans Commission of the required insurance coverage.

45.2. The Respondent represents and warrants that it will obtain and maintain for the term of the Contract all insurance coverage required under this solicitation. The contractor’s failure to obtain or maintain the specified coverage during the term of the agreement will be considered a breach of the Contract.

45.3. The Respondent represents and warrants that all of the above coverage will be obtained from companies that are licensed in the state of Texas, have an “A” rating from Best, and are authorized to provide the coverage. The Respondent shall furnish proof of insurance upon request of Texas Veterans Commission.

46. SEVERABILITY: If any provision of the Contract is construed to be illegal or invalid, such construction will not affect the legality or validity of any of its other provisions.

The illegal or invalid provision will be deemed severable and stricken from the Contract as if it had never been incorporated herein, but all other provisions will continue in full force and effect.

47. Veteran Heroes United in Business (VetHUB): Respondent represents and warrants that it shall comply with the Historically Underutilized Business requirements pursuant to Gov’t Code, Chapter 2161.

48. AMENDMENTS: Except as provided in Section III, Paragraph 8 of this Contract, this

Contract may be amended only upon written agreement between Texas Veterans Commission and Contractor; however, any Amendment of this Contract that conflicts with the laws of the State of Texas shall be void. The Contractor shall not be entitled to payment for any additional services, work, or products that are not authorized by a properly executed Contract amendment.

49. CHANGE MANAGEMENT: The Respondent agrees that the key personnel assigned to the Contract shall remain available for the entirety of the project throughout the term of the Contract as long as that individual is employed by the Respondent or unless Texas Veterans Commission agrees to a change in the key personnel.

50. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.