ESBD_554735_1788203423041_RFQ-3160 Athletic Facilities Development and Revenue Generation Consulting Services.pdf

TEXAS A&M UNIVERSITY-KINGSVILLE

PURCHASING DEPARTMENT

955 N. University Blvd. Room 121 Kingsville, TX 78363

RFQ Number:

TAMUK-RFQ-3160

Athletic Facilities Development and Revenue Generation Consulting

Services

PROPOSAL MUST BE RECEIVED BEFORE:

2:00 p.m. Central Time on September 22, 2026

MAIL PROPOSAL TO:

Texas A&M University-Kingsville

Purchasing Department 700 University Blvd MSC 212 Kingsville, TX 78363-8202

HAND DELIVER AND/OR

EXPRESS MAIL TO:

Texas A&M University-Kingsville Purchasing Department

955 N. University Blvd RM 121 Kingsville TX 78363

NOTE: PROPOSAL must be time stamped at Texas A&M University-Kingsville Purchasing Department before the hour and date specified for receipt of proposal.

Pursuant to the Provisions of Texas Government Code Title 10 Subtitle D Chapter 2156.121 - 2156.127, General Services Act rules and regulations adopted there under, sealed proposals will be received until the date and time established for receipt. After receipt, only the names of proposers will be made public. Prices and other proposal details will only be divulged after the award, if one is made.

DATED: 09/01/2026

Show RFQ Number, Opening Date and Time on Return Envelope

REFER INQUIRIES TO:

Office of Procurement Services

Purchasing Department 361-593-2710

Email: procurement@tamuk.edu

REQUEST FOR QUALIFICATION

mailto:procurement@tamuk.edu

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Table of Contents

SECTION 1 GENERAL

1.2 Contract Term

1.3 Definitions

1.4 Important Notice – VETHUB Subcontracting Plan (HSP) Required

SECTION 2 STATEMENT OF WORK

2.1 Service Requirements

2.2 Scope of Work

SECTION 3 PROPOSAL INFORMATION

3.1 Schedule of Events

3.2 Proposal Requirements

3.3 Inquiries

3.4 Electronic State Business Daily Website

3.5 Open Records

3.6 Proposal Components

3.7 Proposal Opening

3.8 Proposal Evaluation and Award

SECTION 4 GENERAL TERMS AND CONDITIONS

4.1 Sample Service Agreement

4.2 Final Review and Approval

4.3 Default

SECTION 5 EXECUTION OF OFFER

5.1 Proposer Affirmation

5.2 Texas Family Code Section 231.006

5.3 Substitute W-9

5.4 Direct Deposit

5.5 Signature

SECTION 6 RESPONDENT’S INFORMATION AND DISCLOSURES

6.1 Company Profile

SECTION 7 EVALUATION CRITERIA FOR AWARD

7.1 Evaluation Information

7.2 Demonstration/Presentation

7.3 Evaluation Criteria and Weights

SECTION 8 NON-COLLUSION AFFIDAVIT

8.1 CONFLICT OF INTEREST

Attachment A – VETHUB Subcontracting Plan

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SECTION 1 GENERAL

1.1 Scope.

Texas A&M University-Kingsville ("TAMUK") is seeking qualifications from experienced consulting firms to provide Athletic Facilities Development and Revenue Generation Consulting Services. The University is interested in developing a long-term athletic facilities master plan and identifying viable funding, partnership, and implementation strategies to support phased facility improvements.

The University seeks a qualified consultant to assist with the evaluation of existing and future athletic facilities, sponsorship opportunities, naming rights opportunities, revenue-generating initiatives, and financing alternatives that may support future athletic facility improvements.

The selected consultant shall work collaboratively with University leadership, Athletics, Finance, Advancement, and other designated stakeholders to identify opportunities that maximize the value of athletic assets and provide recommendations regarding implementation strategies and potential future procurement opportunities.

This RFQ is intended to identify qualified firms capable of providing professional consulting services and strategic recommendations. Pricing is not requested at this stage.

1.2 Contract Term.

The services requested shall be provided for a period of two (2) years, with the option to renew for an additional three (3) years, one (1) year at a time if mutually agreed upon by both parties not to exceed five

(5) years.

1.3 Definitions.

For purposes of this RFQ, the following definitions apply:

(a) RFQ- shall mean Request for Qualifications

(b) Proposal- shall mean Respondents offer

(c) TAMUK- shall mean Texas A&M University-Kingsville

(d) Respondent/Contractor-shall mean the individual, partnership, corporation, company, or entity responding to this RFQ, or entered into an Agreement with as a result of this RFQ

(e) Contract- shall mean the legally binding service agreement awarded as a result of this RFQ, the successful

Respondent’s Proposal, any BAFO, and subsequent submission by Respondent, shall be fully incorporated there in as exhibits.

(f) Addendum - A modification of the specifications issued by TAMUK and distributed to prospective Respondents prior to the opening of proposals;

(g) Best and Final Offer (“BAFO”) – shall mean a formal request made to selected Respondents for revisions to the originally submitted Proposal

1.4 Important Notice – VETHUB Subcontracting Plan (HSP) Required.

It is the policy of the state of Texas and TAMUK to encourage the use of Historically Underutilized Businesses (“VETHUBs”) in our prime contracts, subcontractors, and purchasing transactions. The goal of the VETHUB program is to promote equal access and equal opportunity in TAMU Contracting and Purchasing.

Subcontracting opportunities are anticipated for this Request for Qualification and therefore a VETHUB Subcontracting Plan (HSP) is required. Failure to submit a comprehensive, acceptable HSP will be considered a material failure to comply with the requirements of the Invitation for RFQ and will result in rejection of the submittal. The VETHUB Subcontracting Plan shall be submitted with the Invitation for Bid/Request for Proposal response by the date and time specified.

Documents attached are the State of Texas VETHUB Subcontracting Plan Form, HSP Quick Checklist, and the Prime Contractor Progress Assessment Report (PAR) form. The State of Texas HSP forms can also be found at the following site: https://comptroller.texas.gov/purchasing/vendor/hub/forms.php https://comptroller.texas.gov/purchasing/vendor/hub/forms.php

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SECTION 2 STATEMENT OF WORK

2.1 Service Requirements.

Services shall include, but are not limited to, the requirements contained in this RFQ. Services set forth that contain the words “must” or “shall” are mandatory and must be provided as specified with no alteration, modification, or exception. Services set forth that contain the words “may” or “can” allow Respondents to offer alternatives to the manner in which the services are provided. The requested services and corresponding deliverables are as follows:

2.2 Scope of Work.

Basic Service

The selected consultant may be required to perform services including, but not limited to, the following:

Athletic Asset Assessment

Review and evaluate existing athletic facilities, venues, partnerships, sponsorship agreements, advertising opportunities, and revenue-generating assets.

Revenue Opportunity Assessment Identify and evaluate opportunities including:

• Stadium naming rights

• Field naming rights

• Facility naming rights

• Corporate sponsorships

• Event sponsorships

• Premium seating opportunities

• Digital advertising opportunities

• Scoreboard and video board advertising

• Beverage and concession partnerships

• Other revenue-generating opportunities

Market Analysis and Valuation Conduct market research and benchmarking against peer institutions and provide:

• Naming rights valuation

• Sponsorship valuation

• Revenue projections

• Market comparisons

• Strategic recommendations

Financing Alternatives Evaluate potential financing strategies including:

• Public-private partnerships

• Municipal partnerships

• Shared-use facility partnerships

• County, school district, and community partnerships

• Sponsorship-supported development

• Donor-supported initiatives

• Capital campaign integration

• Revenue-backed financing

• Other innovative funding strategies

Strategic Development Plan Prepare recommendations addressing:

• Revenue opportunities

• Community partnership opportunities

• Shared-use facility opportunities

• Funding alternatives

• Risks and considerations

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• Implementation timelines

• Future procurement opportunities

Procurement Support At TAMUK's option, provide assistance with the development of future procurement documents related to sponsorship, naming rights, and strategic partnership opportunities.

Deliverables At a minimum, the consultant shall provide:

• Project Work Plan

• Existing Conditions Assessment

• Revenue Opportunity Analysis

• Market Valuation Report

• Financing Alternatives Analysis

• Strategic Development Plan

• Executive Presentation

Vendor Qualifications:

1. Provide a brief description of your agency, including its founding and history; number of employees; service areas; and awards or other forms of recognition.

2. List any relevant certifications, accreditations, or professional affiliations.

3. Describe any experience your organization has in providing services to public sector entities, higher education institutions, or similarly structured organizations.

4. Summarize any additional services your organization offers that may complement the scope of this engagement.

Experience and Ability to Perform Work:

Provide a minimum of three (3) examples within the last five (5) years where Respondent provided services involving:

• Athletic facilities planning

• Sponsorship development

• Naming rights evaluation

• Revenue generation strategies

• Facility financing analysis

• Public-private partnerships

Municipal, educational, or community partnership development For each project include:

• Client name

• Project description

• Services performed

• Outcomes achieved

• References

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SECTION 3 PROPOSAL INFORMATION

3.1 Schedule of Events.

The solicitation process for this RFQ will proceed according to the following schedule:

Texas A&M University-Kingsville reserves the right to change the dates shown below upon written notification.

Tentative Timetable

3.2 Proposal Requirements.

(a) Submittal Deadline and Location: All responses must be received by TAMUK no later than September 22, 2026 CST 2 p.m.

Late responses properly identified will be returned to Respondent unopened. Late responses will not be considered under any circumstances. TAMUK shall not be responsible for failure of electronic equipment or operator error,

(b) Costs: Respondents to this RFQ are responsible for all costs of Proposal preparation.

(c) Submittal Instructions.

1) Proposals including Execution of Office (Section 6) must be signed by Respondent’s company official authorized to commit such proposals. Failure to sign the Execution of Offer may be basis for proposal disqualification.

2) Complete proposals may be submitted either in person, USPS, express mail or electronically via the following two options.

Option 1 One (1) Electronic Copy submitted via email to procurement@tamuk.edu with the subject line: “TAMUK RFQ-3160 Athletic Facilities Development and Revenue Generation Consulting Services”.

Option 2 One (1) Electronic Copy submitted via our electronic bid system, AggieBid at the following link: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TAMU NOTE: Respondents submitting via AggieBid must be a registered vendor. If you need assistance with vendor registration, please reach out to catherine.arce@tamuk.edu and Priscilla.Binarao@tamuk.edu

All electronic copies must either be in a Microsoft Office document or Adobe Portable Document Format (PDF). All image files must be in one of the following formats: .jpg, .gif, .png, or .tif. We prefer image files to already be inserted as part of a document such as a PDF.

3) An unreadable electronic copy due to incorrect formatting may reflect negatively on your proposal.

Event Date/Time Issue RFQ to Potential Proposers September 1, 2026 @ 2:00 PM CST Deadline for Potential Proposer Questions September 15, 2026 @ 2:00 PM CST Deadline for Responses to Questions September 19, 2026 @ 5:00 PM CST Deadline for Receipt of Proposals September 22, 2026 @ 2:00 PM CST Evaluation Committee Review September 25 – September 29 Interviews/Presentations (if needed) October 2 – October 5 Formal Execution of Agreement (Projected) October 30, 2026 @ 5:00 PM CST mailto:procurement@tamuk.edu https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=TAMU mailto:catherine.arce@tamuk.edu mailto:Priscilla.Binarao@tamuk.edu

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***Facsimile (Fax) responses to this RFQ will not be accepted.

(d) TAMUK Contacts:

All questions must be sent by email to:

Procurement Services catherine.arce@tamuk.edu

TAMUK specifically requests that Respondents restrict all contact and questions regarding this RFQ to the above-named individual. Deadline for Questions is September 15, 2026 @ 2 p.m. CST.

3.3 Inquiries.

(a) Responses to inquiries that directly affect a(n) interpretation or change to this RFQ will be issued in writing by addendum (amendment) and emailed or mailed to all parties recorded by TAMUK as having received a copy of the RFQ. All such addenda issued by TAMUK prior to the time that proposals are received shall be considered part of the RFQ, and the Respondent shall consider and acknowledge receipt of such in their proposal.

(b) Only those TAMUK replied to inquiries that are made by formal written addenda shall be binding. Oral and other interpretations or clarification will be without legal effect.

3.4 Electronic State Business Daily Website.

(c) It is the responsibility of interested contractors to regularly check the ESBD for any possible addenda to this project. The RFQ is inclusive of all addenda issued.

https://www.txsmartbuy.com/esbd

3.5 Open Records.

TAMUK considers all information, documentation and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to public disclosure under the Texas Public Information Act (Texas Government code, Chapter 552) after an agreement is awarded.

Respondents are hereby notified that TAMUK strictly adheres to all Statutes, court decisions and the opinions of the Texas Attorney General regarding the disclosure of RFQ information.

3.6 Proposal Components.

The following documents are to be returned as part of your proposal submittal:

• Signed Execution of Offer (See Section)

• Technical Proposal/Statement of Qualifications (See Section 2)

• VetHUB Subcontracting Plan (See Section 1.4)

• Respondent Information and Disclosures (See Section)

• Non-Collusion Affidavit (See Section)

• Acknowledgement of all Addenda, if applicable

3.7 Proposal Opening.

Proposals will be opened at:

Texas A&M University-Kingsville Office of Procurement Services 955 N. University Blvd RM 121 Kingsville, TX 78363 mailto:catherine.arce@tamuk.edu https://www.txsmartbuy.com/esbd

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(d) All submitted Proposals become the property of TAMUK after the RFQ submittal deadline/opening date.

(e) Proposals submitted shall constitute an offer for a period of ninety (90) days or until selection is made by TAMUK, whichever occurs earlier.

3.8 Proposal Evaluation and Award.

(f) TAMUK shall award a contract to a Respondent on the basis of demonstrated competence and qualifications to perform the services according to the State of Texas, as defined by Tex. Gov’t Code, Section 2254.003.

(g) A committee will be established to evaluate the Proposals. The committee will include employees of TAMUK and other persons invited by TAMUK to participate.

(h) The evaluation committee will determine best value by applying the following criteria:

Criteria

Ability to support services needed by the University per specifications

Credentials of Consulting Firm and/or Group

Quality of interpretative report

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SECTION 4 GENERAL TERMS AND CONDITIONS

4.1 Sample Service Agreement.

Any Contract awarded as a result of this RFQ will contain the general terms and conditions listed below in this Section. Subcontractors are also obliged to comply with these provisions.

(The following contract a sample, and may not be an exact representation of the contract that will be signed)

Each response should be prepared simply and economically, providing a straightforward and concise description of Respondent’s ability to meet the requirements of this RFQ. Emphasis should be on completeness, clarity of content and responsiveness to the offer requirements.

In accordance with Texas Education Code 51.9335, Texas A&M University – Kingsville shall make the award based on, but not limited to, the following best value criteria: The purchase price; The reputation of the vendor and of the vendor's goods or services; The quality of the vendor's goods or services; The extent to which the goods or services meet the institution's needs; The vendor's past relationship with the institution; The impact on the ability of the institution to comply with laws and rules relating to historically underutilized businesses and to the procurement of goods and services from persons with disabilities; The total long-term cost to the institution of acquiring the vendor's goods or services; Any other relevant factor that a private business entity would consider in selecting a vendor; and The use of material in construction or repair to real property that is not proprietary to a single vendor unless the institution provides written justification in the request for bids for use of the unique material specified. Additionally, all respondents are hereby notified that TAMUK shall consider all factors it believes to be relevant in the determination of the “Best Value” including, but not limited to: past experience, references, proposal, and price. TAMUK’s decision is final.

Responses are to be valid for a minimum of 180 days from the submittal deadline date to allow time for evaluation, selection, and any unforeseen delays.

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SAMPLE SERVICES AGREEMENT

BY AND BETWEEN

AND _________

This Services Agreement (“Agreement”) is entered into and effective ___________ (the “Effective Date”), by and between Texas A&M University-Kingsville, a member of The Texas A&M University System (“A&M System”) and an agency of the state of Texas (hereafter referred to as “MEMBER”), and _____________ [Insert PROVIDER’s complete legal name], a ________ [Insert type of entity, such as corporation, limited liability company, partnership, and state of incorporation; remove this reference if contracting with an individual] (hereafter referred to as “PROVIDER”). MEMBER and PROVIDER are sometimes hereafter referred to as “Party” individually or “Parties” collectively.

MEMBER and PROVIDER hereby agree as follows:

1. SCOPE OF WORK

PROVIDER will perform the services as set forth in Exhibit A, Scope of Work, attached hereto (“Services”), in accordance with the terms and subject to the conditions contained in this Agreement.

2. PROVIDER OBLIGATIONS

A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement.

B. PROVIDER will perform the Services substantially in accordance with PROVIDER’s marketing materials and documentation, including without limitation, any user guides, technical specifications, training materials, instructions, documented policies or other written materials regarding the Services that are posted, delivered or otherwise made available by PROVIDER to MEMBER.

C. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement.

D. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

3. TERM AND TERMINATION

A. This Agreement will commence on the Effective Date and continues through ___________ (the “Term”), unless earlier terminated as provided herein. The Term of the Agreement may be extended for _____ (__) additional _______ (__) year periods upon mutual written agreement executed by the Parties, provided that the total term of the Agreement shall not exceed five (5) years.

B. In the event of a breach of a material term of this Agreement by a Party, the non-defaulting Party may terminate this Agreement upon Ninety (90) days’ prior written notice to the other Party detailing the nature of the breach and the other Party fails to fully cure the breach within such 90-day period. In the event that MEMBER terminates this Agreement pursuant to this Section, MEMBER shall receive a pro-rata refund of any pre-paid amounts.

C. MEMBER may terminate this Agreement without cause upon Ninety (90) days’ prior written notice to PROVIDER.

D. MEMBER may immediately terminate this Agreement if (i) the PROVIDER’s insurance coverage required under this Agreement is cancelled or non-renewed; or (ii) the PROVIDER declares bankruptcy, is placed into involuntary bankruptcy or receivership or becomes insolvent.

4. PAYMENT TERMS

A. In full consideration for the Services rendered by PROVIDER under this Agreement, MEMBER shall pay PROVIDER in accordance with the terms set forth in Exhibit B, Payment Terms, attached hereto. The total compensation to PROVIDER under this Agreement will not exceed ______ dollars ($____) without an amendment to this Agreement.

B. PROVIDER will submit monthly invoices to MEMBER. Each invoice must reference the MEMBER purchase order number (which will be provided to PROVIDER within 15 days of the execution of this Agreement) and include a description of services provided to include but not limited to time, deliverables, and activities along with documentation that MEMBER may reasonably request to support the invoice amount. MEMBER will make payment on a properly prepared and submitted invoice in accordance with Chapter 2251, Texas Government Code (the “Texas Prompt Payment Act”), which shall govern remittance of payment and remedies for late payment and non-payment.

C. For reasonable business-related travel, lodging and/or meal expenses validly incurred directly and solely in support of the Services and approved by MEMBER in advance, PROVIDER will be reimbursed by MEMBER according to the State of Texas rates, rules, and regulations (https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/current.php). When requesting such reimbursement, PROVIDER will submit to MEMBER receipts, invoices and other documentation as required by MEMBER. Under no circumstances will PROVIDER be reimbursed for alcohol purchases. State travel rates are subject to change without notice and will be adjusted accordingly. Mileage rates will be calculated from point-to-point (PROVIDER’s place of business to job site) using the State of Texas mileage. Should the Agreement be renewed for an additional term, travel reimbursement amounts will be renegotiated at that time.

D. All payments will be made by electronic direct deposit. PROVIDER is required to complete and submit to MEMBER a Vendor Direct Deposit Authorization form prior to the first payment request. The form can be accessed at:

https://www.tamus.edu/business/budgets-and-accounting/accounting/general/

5. OWNERSHIP OF CREATED WORKS

The Parties intend that all works prepared by PROVIDER under this Agreement (“Deliverables”) will be works made for hire and the copyrights and all other rights in the Deliverables will be the sole and exclusive property of MEMBER. If, for any reason, the Deliverables would not be works made for hire, then PROVIDER irrevocably assigns, transfers and conveys to MEMBER, for no additional consideration, all of PROVIDER’s ownership, rights, title and interest in and to the Deliverables, including, without limitation, all copyrights, patents, trademarks, trade secrets and other intellectual property rights and all other rights that may hereafter be vested relating to the Deliverables under law. PROVIDER certifies that all Deliverables will be original, or that PROVIDER will https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/current.php https://www.tamus.edu/business/budgets-and-accounting/accounting/general/

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6. CONFIDENTIALITY

The Parties anticipate that under this Agreement it may be necessary for a Party (the “Disclosing Party”) to transfer information of a confidential nature (“Confidential Information”) to the other Party (the “Receiving Party”). The Disclosing Party shall clearly identify Confidential Information

A. at the time of disclosure by (i) appropriate stamp or markings on the document exchanged, or (ii) written notice, with attached listings of all material, copies of all documents, and complete summaries of all oral disclosures (under prior assertion of the confidential nature of the same) to which each notice relates, delivered within thirty (30) days of the disclosure to the other party.

“Confidential Information” does not include information that: (i) is or becomes publicly known or available other than as a result of a breach of this Agreement by the Receiving Party; (ii) was already in the possession of the Receiving Party as the result of disclosure by an individual or entity that was not then obligated to keep that information confidential; (iii) the Disclosing Party had disclosed or discloses to an individual or entity without confidentiality restrictions; or (iv) the Receiving Party had developed or develops independently before or after the Disclosing Party discloses equivalent information to the Receiving Party.

B. The Receiving Party shall use the same reasonable efforts to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature. The Receiving Party may only disclose Confidential Information to its personnel having a need to know the Confidential Information to fulfill the Receiving Party’s obligations under this Agreement. The Receiving Party may not reproduce, disclose, or use Confidential Information except in performing its obligations under this Agreement. If the Receiving Party is legally required to disclose Confidential Information, the Receiving Party shall, to the extent allowed by law, promptly give the Disclosing Party written notice of the requirement so as to provide the Disclosing Party a reasonable opportunity to pursue appropriate process to prevent or limit the disclosure. If the Receiving Party complies with the terms of this Section, disclosure of that portion of the Confidential Information, which the Receiving Party is legally required to disclose, will not constitute a breach of this Agreement.

C. The Receiving Party shall, upon request of the Disclosing Party, promptly return or destroy all materials embodying Confidential Information other than materials in electronic backup systems or otherwise not reasonably capable of being readily located and segregated without undue burden or expense, except that the Receiving Party may securely retain one (1) copy in its files solely for record purposes. The Receiving Party’s obligations as to Confidential Information will survive the termination or expiration of this Agreement for a period of three (3) years.

7. COMPLIANCE WITH LAWS

A. PROVIDER shall comply with all federal, state, and local laws, rules, and regulations applicable to the performance of its obligations under this Agreement.

[ALTERNATIVE 1: Include the following provision if contracting with a U.S. entity:] B. Each Party shall comply with U.S. export control regulations. If either Party desires to disclose to the other Party any information, technology, or data that is identified on any U.S. export control list, the disclosing Party shall advise the other Party at or before the time of intended disclosure and may not provide export-controlled information to the other Party without the written consent of the other Party. PROVIDER certifies that none of its personnel participating in the activities under this Agreement is a “restricted party” as listed on the Denied Persons List, Entity List, and Unverified List (U.S. Department of Commerce), the Debarred Parties Lists (U.S. Department of State), the Specially Designated Nationals and Blocked Persons List (U.S. Department of Treasury), or any similar governmental lists.

[ALTERNATIVE 2: Include the following provision if contracting with a foreign entity:]

A. MEMBER is subject to United States laws and regulations controlling the export of technical data, software, laboratory prototypes, and other commodities, and its obligations under this Agreement are contingent on compliance with applicable laws and regulations. The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States government or written assurances by PROVIDER that PROVIDER will not export data or commodities to certain countries without advance approval of that agency. MEMBER neither represents that a license will not be required nor that, if required, it will be issued. PROVIDER shall comply with all applicable export laws and regulations and may not export or allow the export or re-export of commodities or technical data in violation of those laws or regulations. PROVIDER certifies that none of its personnel participating in the activities under this Agreement is a “restricted party” as listed on the Denied Persons List, Entity List, and Unverified List (U.S. Department of Commerce), the Debarred Parties Lists (U.S. Department of State), the Specially Designated Nationals and Blocked Persons List (U.S. Department of Treasury), or any similar governmental lists.

[SITUATIONAL: Include the following provision if MEMBER engages PROVIDER to create, access, receive or maintain student education records under FERPA’s school official exception:] B. For purposes of the Family Educational Rights and Privacy Act (“FERPA”), MEMBER hereby designates PROVIDER as a school official with a legitimate educational interest in any education records (as defined in FERPA) that PROVIDER is required to create, access, receive, or maintain in order to fulfill its obligations under this Agreement. PROVIDER shall comply with FERPA as to any such education records and is prohibited from redisclosure of the education records except as provided for in this Agreement or otherwise authorized by FERPA or MEMBER in writing. PROVIDER is only permitted to use the education records for the purpose of fulfilling its obligations under this Agreement and shall restrict disclosure of the education records solely to those employees, subcontractors or agents who have a need to access the education records for such purpose. PROVIDER shall require any such subcontractors or agents to comply with the same restrictions and obligations imposed on PROVIDER in this Section, including without limitation, the prohibition on redisclosure. PROVIDER shall implement and maintain reasonable administrative, technical, and physical safeguards to secure the education records from unauthorized access, disclosure or use.

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[SITUATIONAL: Include the following provision if MEMBER engages PROVIDER to process, store, or transmit credit card information on MEMBER’s behalf:] C. For purposes of this Agreement, “PCI DSS” means the most current version of the Payment Card Industry Data Security Standard administered by the Payment Card Industry Security Standards Council. PROVIDER acknowledges and agrees that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of MEMBER, or to the extent that PROVIDER could impact the security of the cardholder data environment.

i. PROVIDER represents and warrants that, as of the Effective Date of this Agreement, it has complied with all PCI DSS requirements and has performed the necessary steps to validate its compliance with PCI DSS. PROVIDER shall maintain such compliance for the Term of this Agreement and send documentation of its most recent validation of compliance to MEMBER annually during the Term of this Agreement. In the event that PROVIDER learns that it is no longer PCI DSS compliant, PROVIDER will notify MEMBER within two (2) business days of discovery and immediately remediate such non-compliance.

i. PROVIDER acknowledges that unauthorized access to the cardholder data environment (a “cardholder data breach”) resulting from a lapse in PROVIDER’s security obligations is grounds for early termination of this Agreement, without penalty and with immediate effect, at MEMBER’s discretion. PROVIDER agrees to comply with all laws, rules, and regulations applicable to cardholder data services, including without limitation, those laws requiring notification of individuals in the event of a cardholder data breach.

ii. PROVIDER agrees to indemnify and hold harmless MEMBER from and against any third-party claims, damages, or other harm related to a cardholder data breach. This provision survives termination of this Agreement.

8. INDEMNIFICATION

PROVIDER shall indemnify and hold harmless MEMBER, A&M System, and their regents, employees and agents (collectively, the “A&M System Indemnitees”) from and against any third-party claims, damages, liabilities, expense or loss asserted against A&M System Indemnities arising out of any acts or omissions of PROVIDER or its employees or agents pertaining to the activities and obligations under this Agreement, except to the extent such liability, loss or damage arises from an A&M System Indemnitee’s gross negligence or willful misconduct.

9. INSURANCE

Insurance requirements as stated within Exhibit C, attached hereto.

10. INFORMATION TECHNOLOGY [NOTE: Delete this section if none of the following provisions apply:] [SITUATIONAL: Include the following provision if MEMBER will obtain electronic and Information resources from

PROVIDER:]

A. Electronic and Information Resources. PROVIDER represents and warrants that the electronic and information resources and all associated information, documentation, and support that it provides to MEMBER under this Agreement (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code) (the “EIR Accessibility Warranty”). If PROVIDER becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, PROVIDER shall, at no cost to MEMBER, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that PROVIDER fails or is unable to do so, MEMBER may immediately terminate this Agreement, and PROVIDER will refund to MEMBER all amounts paid by MEMBER under this Agreement within thirty (30) days following the effective date of termination.

[SITUATIONAL: Include the following provision if PROVIDER is authorized to access, transmit, use or store MEMBER’s data:] B. Access to Agency Data. Pursuant to Section 2054.138, Texas Government Code, PROVIDER shall implement and maintain appropriate administrative, technical, and physical security measures, including without limitation, the security controls available at https://cyber-standards.tamus.edu, as may be amended from time to time (the “Security Controls”), to safeguard and preserve the confidentiality, integrity, and availability of MEMBER’s data. PROVIDER shall periodically provide MEMBER with evidence of its compliance with the Security Controls within thirty (30) days of MEMBER’s request.

[SITUATIONAL: Include the following provision if MEMBER procures cloud-computing services from PROVIDER:]

C. Cloud Computing Services. As of the Effective Date, PROVIDER represents and warrants that it complies with the then-current requirements of the risk and authorization management program established by the Texas Department of Information Resources (“TX-RAMP”). Pursuant to Section 2054.0593, Texas Government Code, PROVIDER shall maintain RAMP compliance and certification, as may be amended from time to time, throughout the Term, including any renewal term of this Agreement.

PROVIDER shall provide MEMBER with evidence of its TX-RAMP compliance and certification within thirty (30) days of MEMBER request and at least thirty (30) days prior to the start of any renewal term of this Agreement. In the event that PROVIDER fails to maintain TX-RAMP compliance and certification throughout the Term, including any Renewal Term, MEMBER may immediately terminate this Agreement, and PROVIDER will provide a refund to MEMBER of any prepaid fees.

[SITUATIONAL: Include the following provision if PROVIDER will have access to MEMBER’s computer system or database:] D. Cybersecurity Training Program. Pursuant to Section 2054.5192, Texas Government Code, PROVIDER and its employees, officers, and subcontractors who have access to MEMBER’s computer system and/or database must complete a cybersecurity training program certified under Section 2054.519, Texas Government Code, and selected by MEMBER. The cybersecurity training program must be completed by PROVIDER and its employees, officers, and subcontractors during the Term and any renewal period of this Agreement. PROVIDER shall verify completion of the program in writing to MEMBER within the first thirty (30) calendar days of the Term and any renewal period of this Agreement. PROVIDER acknowledges and agrees that its failure to comply with the requirements of this Section are grounds for MEMBER to terminate this Agreement for cause.

https://cyber-standards.tamus.edu/

Texas A&M University Kingsville RFQ-3160 & Athletic Facilities Development and Revenue Generation Consulting Services

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[SITUATIONAL: Include the following provision if PROVIDER will be creating, accessing, receiving or maintaining personal identifiable information on MEMBER’s behalf:] E. Data Privacy.

i. PROVIDER shall hold MEMBER’s data in confidence. PROVIDER shall only use or disclose MEMBER’s data for the purpose of fulfilling PROVIDER’s obligations under this Agreement, as required by law, or as otherwise authorized in writing by MEMBER.

PROVIDER shall restrict disclosure of the MEMBER’s data solely to those employees, subcontractors or agents of PROVIDER that have a need to access the MEMBER’s data in order for PROVIDER to perform its obligations under this Agreement. PROVIDER shall require any such subcontractors or agents to comply with the same restrictions and obligations imposed on PROVIDER in this Agreement.

ii. PROVIDER shall, within two (2) business days of discovery, report to MEMBER any use or disclosure of MEMBER’s data not authorized by this Agreement or in writing by MEMBER. PROVIDER’s report must identify: (a) the nature of the unauthorized use or disclosure, (b) the MEMBER data used or disclosed, (c) who made the unauthorized use or received the unauthorized disclosure, (d) what PROVIDER has done or will do to mitigate any deleterious effect of the unauthorized use or disclosure, and (e) what corrective action PROVIDER has taken or will take to prevent future similar unauthorized use or disclosure. PROVIDER shall provide such other information, including a written report, as reasonably requested by MEMBER.

iii. PROVIDER must promptly notify MEMBER of any legal request for MEMBER’s data from a third party and take (and assist MEMBER in taking) appropriate steps not to disclose such MEMBER data.

iv. Within thirty (30) days of the expiration or termination of this Agreement, PROVIDER, as directed by MEMBER, shall return all MEMBER data to MEMBER in its possession (or in the possession of any of its subcontractors or agents) or delete all such MEMBER data if return is not feasible. PROVIDER shall provide MEMBER with at least ten (10) days’ written notice of PROVIDER’s intent to delete such MEMBER data, and shall confirm such deletion in writing.

[SITUATIONAL: Include the following section if PROVIDER will have access to MEMBER’s property and facilities for purposes of audiovisual recording. NOTE: Use of UAS or drones will need updates to insurance requirements to include aviation coverage and must comply with System Reg. 24.01.07]

11. AUDIOVISUAL RECORDINGS OF MEMBER PROPERTY

A. MEMBER grants to PROVIDER and its employees, contractors, agents, licensees and assigns the right to enter, remain on, and occupy [INSERT PROPERTY DESCRIPTION] (the “Property”) at a date and time agreed in advance by MEMBER with personnel and equipment for the purpose of recording, filming, taping and/or photographing in connection with the Services and undertaking related activities including making and editing audio and video recordings (including without limitation photographs) on and of the Property.

B. PROVIDER shall have access and egress from the Property to place all necessary facilities, equipment, and temporary sets and structures on the Property. Upon completion of production activities, the PROVIDER shall remove all its facilities, equipment, and temporary sets and structures from the Property and PROVIDER shall restore the Property, including but not limited to landscaping, buildings, fixtures, or utilities altered by virtue of this Agreement, to its original condition reasonable wear and tear excepted and such restoration shall be to the satisfaction of MEMBER and under its supervision.

C. MEMBER has not inspected the Property as to any existing defects or hazards and specifically does not make any warranty or representation of any type, kind or character, whatsoever, as to existing conditions upon said Property or as to the suitability or non-suitability of the Property for PROVIDER’s purposes. Any person entering upon Property enters at his or her own risk and impliedly accepts Property in the existing conditions.

D. Notwithstanding this Agreement, the day-to-day operation, use, and management of the Property remains the responsibility and function of the MEMBER and its staff. The MEMBER reserves the right to make final decisions relating to the use of the Property and its equipment, furnishings, and fixtures.

E. Releases from Other Rights Holders. As between PROVIDER and MEMBER, PROVIDER has the sole responsibility for securing any and all necessary releases, which includes releases for all students, staff, and parents, location agreements, licenses and permits, provided MEMBER will cooperate in good faith and provide assistance as needed. All releases will require the releasing party to hold MEMBER, its officers, officials, employees, and agents harmless in connection with PROVIDER’s activities hereunder.

PROVIDER will also obtain specific releases (in a form to be provided by MEMBER) before any non-directory information on a MEMBER student under FERPA (20 U.S.C. §1232g) will be released by MEMBER to PROVIDER. PROVIDER shall provide copies of all releases to MEMBER within a reasonable period of time after securing such releases or prior to completion of the Services.

F. Use of Unmanned Aircraft Systems. If PROVIDER intends to use an unmanned aircraft system (“UAS”) or model aircraft over MEMBER property, PROVIDER must first receive prior approval through MEMBER’s UAS supervising authority and be bound by all requirements as described in the UAS supervising authority approval document.

12. MISCELLANEOUS

A. Entire Agreement. This Agreement constitutes the entire and only agreement between the Parties hereto and supersedes any prior understanding, written or oral agreements between the Parties, or “side deals” which are not described in this Agreement. This Agreement may be amended only by a subsequent written agreement signed by authorized representatives of both parties. In the event of a conflict between the terms of this Agreement and any other documents constituting part of this Agreement, the terms of this Agreement shall control.

B. Authority to Contract. Each Party represents and warrants that it has full right, power and authority to enter into and perform its obligations under this Agreement, and that the person signing this Agreement is duly authorized to enter into this Agreement on its behalf.

C. Representations & Warranties. If PROVIDER is a business entity, PROVIDER 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 this Agreement, and the individual executing this Agreement on behalf of PROVIDER has been duly authorized to act for and bind PROVIDER.

Texas A&M University Kingsville RFQ-3160 & Athletic Facilities Development and Revenue Generation Consulting Services

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D. Independent Contractor. Notwithstanding any provision of this Agreement to the contrary, the Parties hereto are independent contractors. No employer-employee, partnership, agency, or joint venture relationship is created by this Agreement or by PROVIDER’s Service to MEMBER. Except as specifically required under the terms of this Agreement, PROVIDER (and its representatives, agents, employees and subcontractors) will not represent themselves to be an agent or representative of MEMBER or A&M System. As an independent contractor, PROVIDER is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including but not limited to workers’ compensation insurance. PROVIDER and its employees shall observe and abide by all applicable MEMBER policies, regulations, rules and procedures, including those applicable to conduct on its premises.

E. Use of Name. Each Party acknowledges that all rights in any trademarks, service marks, slogans, logos, designs, and other similar means of distinction associated with that Party (its “Marks”), including all goodwill pertaining to the Marks, are the sole property of that Party. Neither Party may use the Marks of the other without the advance written consent of that Party, except that each Party may use the name of the other Party in factual statements that, in context, are not misleading. The Parties will mutually agree in advance upon any public announcements, or communications to the media regarding this Agreement or the Services to be provided pursuant to this Agreement.

F. Non-Assignment. PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of MEMBER.

G. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, and unenforceable provision had never been contained herein. The Parties agree that any alterations, additions, or deletions to the provisions of the Agreement that are required by changes in federal or state law or regulations are automatically incorporated into the Agreement without written amendment hereto and shall become effective on the date designated by such law or by regulation.

H. Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement.

I. Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement if and to the extent such failure or delay is caused by or results from causes beyond the affected Party’s reasonable control, including, but not limited to, acts of God, strikes, riots, flood, fire, epidemics, natural disaster, embargoes, war, insurrection, terrorist acts or any other circumstances of like character; provided, however, that the affected Party has not caused such force majeure event(s), shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure, including describing the force majeure event(s) and the actions taken to minimize the impact of such event(s).

J.…