ESBD_558668_1789144236224_B260006 Wellness Vending Machine RFP Package.pdf

EAST TEXAS A&M UNIVERSITY

PROCUREMENT SERVICES & HUB PROGRAM

REQUEST FOR PROPOSAL

RFP NUMBER

B260006

Wellness Vending Machine Services

PROPOSAL MUST BE RECEIVED BEFORE:

3:00 PM Central Time, October 9, 2026

PROPOSALS SHOULD BE UPLOADED TO:

https://dms.etamu.edu/Forms/Bid

OTHER SUBMITTAL OPTIONS INCLUDE:

MAIL, HAND DELIVER, AND/OR

EXPRESS MAIL SUBMITTAL TO:

East Texas A&M University Procurement Services

McDowell Administration Bldg., Rm. 170 2600 S. Neal Street

Commerce, Texas 75428

Show RFP Number, Opening Date and Time on Return Envelope

Proposal must be received in the East Texas A&M University Procurement Services office before the hour and date specified for receipt of proposal. If it is not received in the department by due date and time, the proposal will be considered late and will be returned to the respondent.

Pursuant to the Provisions of Texas Government Code Title 10, Chapter 2156.121 - 2156.127, 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.

REFER ALL INQUIRIES TO:

Sandy Barnes East Texas A&M University

Buyer II Phone 903-468-3000 Fax: 903-886-5039

Email: Sandy.Barnes@etamu.edu https://dms.tamuc.edu/Forms/Bid

Table Of Contents

SECTION 1 GENERAL………………………………………………………………….4

SECTION 2 PROPOSAL RESPONSE…………………………………………………..7

SECTION 3 SELECTION PROCESS…………………………………………………...9

SECTION 4 GENERAL INFORMATION……………………………………………...10

SECTION 5 GENERAL TERMS AND CONDITIONS………………………………..14

SECTION 6 CONTRACTUAL REQUIREMENTS…………………………………….24

SECTION 7 KEY EVENTS SCHEDULE………………………………………………27

Attachments:

Execution of Offer Non-Collusion Affidavit Felony Conviction Notification Proposal Form Insurance Requirements Specification Package (if applicable) HUB Subcontracting Plan (if applicable)

SECTION 1

GENERAL

1.1 Scope

East Texas A&M University (ETAMU) is seeking proposals from a qualified vendor to provide, install, and operate one or more wellness vending machines capable of dispensing a range of over-the-counter (OTC) medications, emergency contraception, STI testing kits, respiratory testing kits, women’s health products, and other wellness items. The solution should ensure user privacy, comply with all applicable regulations, and deliver a secure, reliable service to the University community.

The services will be provided in accordance with the terms, conditions, requirements, and specifications set forth in this RFP. Specifications are set forth as an attachment to this RFP and will become a part of the contract as if written herein. This RFP provides sufficient information for interested parties to prepare and submit proposals for consideration by the University.

1.2 History

East Texas A&M University was founded in 1889 as East Texas Normal, and at various times has been known as East Texas State Normal College; East Texas State Teachers College; East Texas State College;

East Texas State University and became a component of the Texas A&M University System in 1996. The University is located in Commerce, Texas, approximately sixty-five (65) miles northeast of the Dallas/Fort Worth Metroplex.

East Texas A&M University is a multi-purpose, regional state university, serving the people of Texas, as well as out-of-state and international students. As a center of learning, East Texas A&M University accepts its responsibilities for teaching, scholarly research and creative activities, and public service.

East Texas A&M University encourages an active intellectual environment by supporting scholarly research and creative activities that advance human achievement and stimulate the intellectual growth of both faculty and students.

East Texas A&M University provides educational programs necessary for professional success of personal growth, and responsible citizenship. Through both formal and informal activities, students have the opportunity to acquire knowledge; learn reasoning and communication skills; examine their goals, values and potentialities; and develop an enduring commitment to learning.

East Texas A&M University serves its region by providing information, facilities, research and resources to address the needs of its constituency and by sharing its public educational programs, cultural activities, and the expertise of its personnel.

1.3 Contract Term

The original contract period for an agreement resulting from this RFP will be from the date of award for one (1) year with the option to renew for four (4) additional one (1) year terms.

1.4 East Texas A&M University Subcontracting Requirements

It is the policy of East Texas A&M University to encourage the use of Veteran Heroes United in Business (VetHUBs) in our prime contracts, subcontractors, and purchasing transactions. The goal of the VetHUB program is to promote equal access and equal opportunity in East Texas A&M University contracting and purchasing.

1.4.1 Subcontracting Plan (Required if Subcontractors will be used during Services)

Subcontracting opportunities are not anticipated for this RFP; therefore a Subcontracting Plan is not required. In the event that the RESPONDENT determines a subcontractor(s) will be used, the RESPONDENT WILL BE required to make a good faith effort and complete the State of Texas VetHUB Subcontracting Plan found at: https://comptroller.texas.gov/purchasing/vendor/hub/forms.php

FAILURE TO SUBMIT A COMPREHENSIVE, ACCEPTABLE SUBCONTRACTING PLAN

(only if subcontractors will be used by the RESPONDENT for these services) WILL BE

CONSIDERED A MATERIAL FAILURE TO COMPLY WITH THE REQUIREMENTS OF

THE RFP AND WILL RESULT IN REJECTION OF THE RESPONSE.

Please contact East Texas A&M University ’s Chief Procurement Officer, Mr. Travis Ball, at Travis.Ball@etamu.edu for assistance with completion of requirements as stated.

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php mailto:Travis.Ball@etamu.edu

SECTION 2

STATEMENT OF WORK

2.1 Goal

East Texas A&M University (herein referred to as ETAMU) is seeking proposals from a qualified vendor to provide, install, and operate a wellness vending machine (or machines) that ensures user privacy, complies with all applicable regulations, and delivers a secure, reliable service to the University community.

Scope:

The Respondent shall, at a minimum, provide the following services:

1. Product Requirements

a. The vending machine(s) must be capable of dispensing over-the-counter medications

(e.g., pain relievers, antihistamines).

b. The vending machine(s) must be capable of dispensing emergency contraception, at-home STI testing kits, at-home respiratory testing kits, and women’s health products (e.g., menstrual care, pregnancy tests).

c. The vending machine(s) must be capable of dispensing other wellness products that may be beneficial to the campus community.

2. Machine Specifications

a. Machines must be temperature controlled to avoid degradation of sensitive products.

b. Machines must ensure the privacy of purchases (visual display screens, product packaging, transaction anonymity, etc.).

c. Machines must provide flexible compartment sizes to accommodate a broad range of product shapes and packaging and must be aesthetically compatible with co-branding (university and vendor branding), as mutually agreed upon.

3. Operational Requirements

a. Respondent shall be responsible for machine installation, stocking, maintenance, and removal as required.

b. Vendor access for stocking and maintenance will be permissible only during normal business hours, 8:00 a.m. to 5:00 p.m.

c. The University will provide a designated, readily accessible location and 110v electricity.

4. Compliance and Privacy

a. Respondent must be PCI DSS compliant and demonstrate robust cybersecurity protocols for all payment and user data.

b. Machines must integrate with the University’s Transact Campus (Illumia) card payment system, in addition to accepting standard forms of payment (credit/debit cards).

c. All services must comply with applicable federal, state, and local laws governing privacy, especially for transactions relating to health products and emergency contraception.

5. Financial Structure

a. The University will incur zero costs for acquisition, installation, stocking, maintenance, or removal of the equipment or its products.

b. Respondent shall propose an attractive commission structure, with commissions payable to the University based on gross sales from campus machine(s).

6. Branding and Marketing

a. Respondent must offer co-branding opportunities, allowing for mutually agreed representations of university marks/logos on the machine, product selections, or digital display, per University policy.

b. Respondent shall provide sample visuals demonstrating the proposed co-branding for University review and approval.

7. Administrative Responsibilities

a. Respondent shall be responsible for all administrative and overhead costs associated with its performance of services, including staffing, marketing materials, and related business expenses.

b. Respondent shall maintain accurate and complete records of all sponsorship sales, costs, and revenues.

8. Reporting and Audit Rights

a. Respondent shall provide the University with regular updates regarding sponsorship activities, sales efforts, and outcomes.

b. Respondent shall permit the University, upon reasonable notice, to review relevant books, records, and documents pertaining to services performed under any resulting agreement.

9. Compliance

a. Respondent shall comply with all applicable laws, rules, and regulations, as well as University policies and Texas A&M University System contracting requirements.

b. Respondent acknowledges that no joint venture, partnership, or assignment of rights shall be created by its engagement without prior written consent of the University.

SECTION 3

SELECTION PROCESS

3.1 Selection Process

University will base its choice on demonstrated competence, knowledge, and qualifications and on the reasonableness of the proposed fee for the services; and if other considerations are equal, give preference to a consultant whose principal place of business is in the state or who will manage the consulting contract wholly from an office in the state.

The RESPONDENT selected will be the one whose experience and qualifications, as presented in response to this RFP, establish them, in the opinion of University, as well qualified and offering the greatest benefits, experience and value to university. University may cancel this RFP or reject proposals at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous.

Should University determine in its sole discretion that only one RESPONDENT is fully qualified, or that one vendor is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that RESPONDENT. The award document will be an agreement incorporating by reference all the requirements, terms and conditions of the solicitation and the RESPONDENT’s proposal as negotiated.

Submission of proposals indicates RESPONDENT's acceptance of the evaluation techniques and the recognition that subjective judgments must be made by university during the evaluation process.

The selection of the successful proposal may be made by university on the basis of the proposals initially submitted, without discussion, clarification, or modification. In the selection of the successful proposal may be made by university on the basis of negotiation with any of the RESPONDENTS. University shall not disclose any information derived from the proposals submitted by competing RESPONDENTS in conducting such discussions.

All proposals must be complete and convey all of the information requested to be considered responsive. If a proposal fails to conform to the essential requirements of the RFP, University alone will determine whether the variance is significant enough to consider the proposal susceptible to being made acceptable, and therefore a candidate for further consideration, or not susceptible and therefore not considered for award.

University reserves the right to check references prior to award. Any negative responses received may be grounds for disqualification of the proposal.

University reserves the right to accept or reject any or all offers, to waive informalities and technicalities, to accept the offer considered most advantageous, and/or to make the award to the most responsive vendor.

Respondents may be requested to provide an on-site presentation. Respondents will be notified in writing for the detailed invite. The date has not been set for presentations, but we will communicate that if your company is selected to present.

SECTION 4

GENERAL INFORMATION

4.1 Submittal Deadline and Location

All proposals must be received by East Texas A&M University Procurement Services Department no later than 3:00 P.M. CENTRAL TIME, OCTOBER 9, 2026 in a sealed envelope or box marked “RFPB260006” or through the online portal.

Proposals are to be submitted online at https://dms.etamu.edu/Forms/Bid

Late proposals will not be considered under any circumstances. Late proposals properly identified will be returned to the Respondent unopened.

Telephone, email, and/or facsimile (Fax) proposals are not acceptable under any circumstances.

4.2 Notice of East Texas A&M University Holidays – Offices Closed

East Texas A&M University offices will be closed for the agency’s holidays as indicated below:

N/A

Telephone calls and emails will not be answered, and mail and deliveries will not be received during these holiday periods. Respondents are advised to consider these dates when scheduling telephone calls, emails, and mailing or delivery of proposal responses.

4.3 Submittal Instructions

Proposal responses including Execution of Offer must be signed by the Respondent’s company official authorized to commit such proposals.

Submit the entire file online through the website listed with a single file of the complete proposal.

Failure to do so may be grounds for rejection of your response.

NOTE: All electronic copies must either be in Microsoft Office Software or Adobe Portable Document Format (PDF).

4.4 Special Requirement for Respondents

[Not applicable or already specified in other parts of this RFP.]

4.5 Proposal Content and Components

4.5.1 Proposals should be prepared simply and economically, providing a straightforward, concise description of the Respondent’s ability to meet the requirements and specifications set forth in this RFP. Emphasis should be on completeness, clarity of content and responsiveness to the requirements and specifications set forth in this RFP.

4.5.2 Respondents are requested to submit a proposal that represents their best offer, as East Texas

A&M University does not anticipate utilization of the “Best and Final Offer” process.

https://dms.etamu.edu/Forms/Bid

4.5.3 Proposal text is to be typed single-spaced on one side of each page. All pages are to be on 8 ½ X 11-inch paper with all pages numbered sequentially and correspond with the table of contents.

4.5.4 The following information is to be returned as part of your proposal response.

Proposals submitted without this information will be evaluated accordingly:

• Signed Execution of Offer

• Completed Proposal Form

• Felony Conviction Notification

• Non-Collusion Affidavit

• Demonstrated Experience and Qualifications

• Company Information

• References

• Pricing in accordance with the specifications

• Copies of all addenda that may be issued for the RFP signed by same authorized

Respondent representative who signs the Execution of Offer, or acknowledgment on the Bid Form.

4.5.5 The proposal response should also include the following information. Proposals submitted without this information will be evaluated accordingly:

• A table of contents by section to the appropriate pages

• An executive overview that provides a concise overview of the services being offered to meet the requirements of this RFP, the Respondent’s general approach to providing the services and deliverables, and documentation as to why the Respondent is the best qualified.

• A proposal narrative that is concise yet offers a complete explanation of the project. Be specific in justifying the proposal in terms of the goals and objectives described in the

RFP.

• A statement of qualifications which includes:

a) Introduction – Content shall be at the discretion of the Respondent.

b) Company background – Must provide relevant experience (years in business) with projects of this size and scope.

c) Qualifications – Information provided for professional and support staff, and/or any

Subcontractors must demonstrate experience and qualifications in their particular work assignment for the project. Information provided for similar projects must be substantiated with current references. Describe the services you organization has provided in the past three (3) years that demonstrates your organization’s capability to carry out the proposed services.

d) Project management – Describe project organization and management methods that are most appropriate to perform the services and provide deliverables as required in this RFP. The description shall include procedures, cost and time schedules, and any other management considerations appropriate to this RFP. Contract and project managers and key personnel shall be identified. Any subcontractors shall be identified and the intended scope of their work detailed. Office locations for key personnel and any subcontractors shall be identified. The management methods shall address cost or price monitoring and control. The Respondent’s management and project tracking capabilities shall be described.

e) In response to this RFP, RESPONDENT must submit a Financial Proposal that clearly identifies all costs, fees and/or charges to East Texas A&M University over the term of the agreement. No particular form of Financial Proposal is required, but it must be clear and plainly identify all costs, fees and/or charges.

• Proposer shall provide a list of at least 3 references where they have provided management and operational services of this type and scope. References shall include, name of school, address, point of contact, and phone number. A negative reference may be cause for disqualification of proposal. On-site visit of reference may be requested.

4.6 East Texas A&M University Contact

Any questions or concerns regarding this Request for Proposal shall be directed in writing to:

Sandy Barnes East Texas A&M University Procurement Services PO Box 3011 Commerce, TX 75429 Email: Sandy.Barnes@etamu.edu Phone: 903-468-3000 Fax: 903-886-5039

East Texas A&M University specifically requests that Respondents restrict all contact and questions regarding this RFP to the above-named individual.

4.7 Inquiries and Interpretations

Responses to inquiries which directly affect an interpretation or change to this RFP will be issued in writing by addendum. Only inquiries which are replied to by formal written addenda shall be binding.

Oral and other interpretations or clarifications will be without legal effect.

NOTICE: THE DEADLINE FOR WRITTEN QUESTIONS IS 12:00 P.M. CENTRAL TIME,

September 24, 2026.

Notice: It is the responsibility of Respondents who download this RFP from the Electronic State Business Daily (https://www.txsmartbuy.gov/esbd) to check the website for any addenda for this RFP.

All such addenda issued by East Texas A&M University prior to the time that proposals are received shall be considered part of the RFP. The Respondent shall consider and acknowledge receipt of such addenda by including signed copies of such addenda in their response.

The addendum for listing all questions and answers is scheduled to be available posted on the above referenced website on October 1, 2026 by 3:00 pm.

4.8 Terms and Conditions and Contract

All terms and conditions and other requirements contained in this RFP shall govern any Agreement issued as a result of this RFP. Additional or attached terms and conditions which are determined to be unacceptable to University shall result in the disqualification of the proposal. By submitting a response to this RFP, you affirm your company’s intention to enter into an agreement under the terms and conditions listed in the contract example. No other form of contract will be utilized as a result of this RFP.

https://www.txsmartbuy.gov/esbd

SECTION 5

GENERAL TERMS AND CONDITIONS

5.1 General

A. TERMS AND CONDITIONS: East Texas A&M University reserves the right to accept, reject, modify, and/or negotiate any and all submittals received in conjunction with this RFP. It reserves the right to waive any defect or informality in the submittals on the basis of what it considers to be in its best interests. Any submittal which East Texas A&M University determines to be incomplete, conditional, obscure, or which has irregularities of any kind, may be rejected. East Texas A&M University reserves the right to award to the company, or companies, which in our sole judgment, will best serve our long-term interest.

This RFP in no manner obligates East Texas A&M University to the eventual purchase of any products or services described, implied, or which may be proposed, until confirmed by written agreement, and may be terminated by East Texas A&M University without penalty or obligation at any time prior to the signing of a contract.

The Respondent must include a formal copy of any Respondent terms and conditions applicable to this transaction. Evaluation and acceptance and/or modification of these terms and conditions by A&M System Office of General Counsel are essential prior to the execution of any resultant Agreement. In the event the Respondent does not supply terms and conditions with their submittal, East Texas A&M University terms and conditions will govern this transaction.

B. GOVERNING LAW: Respondent agrees that, in the event of a dispute, laws of the State of Texas will prevail.

C. NON-DISCRIMINATION: The parties agree that in the performance of any contract they shall not discriminate in any manner on the basis of race, color, national origin, age, religion, sex, genetic information, veteran status or disability protected by law. Such action shall include, but is not limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation. By submitting a submittal, Respondent certifies that it will conform to the provisions of the federal Civil Rights Act of 1964, as amended.

D. CIVIL RIGHTS REQUIREMENTS: All Respondents must comply with applicable civil rights laws.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting a state of qualification, the Respondent certifies that it does not, and will not, during the performance of any resultant Agreement, employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986, as amended.

F. DEBARMENT STATUS: By submitting a proposal, Respondent certifies that it is not currently debarred from submitting submittals on contracts nor is it an agent of any person or entity that is currently debarred from submitting bids on contracts.

G. PUBLIC INFORMATION: Respondent is hereby notified that East Texas A&M University strictly adheres to all statutes, court decisions, and the opinions of the Texas Attorney General with respect to disclosure of public information. The East Texas A&M University may seek to protect from disclosure all information submitted in response to this RFP until such time as the resultant Agreement is executed. Upon execution of the resultant Agreement, East Texas A&M University will consider all information, documentation, and other materials requested to be submitted in response to this RFP to be of a non-confidential and non-proprietary nature and therefore subject to public disclosure under the Texas Public Information Act, Texas Government Code, Chapter

552. Respondent will be advised of a request for public information that implicates its materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General

H. ALTERNATE PROPOSALS: East Texas A&M University reserves the right to consider alternate proposals submitted by Respondents. Alternate proposals shall be clearly marked “Alternate” with the proposed alternates clearly defined and all pricing/cost advantages included, if applicable.

I. ANTITRUST: Respondent hereby assigns to East Texas A&M University, any and all claims for overcharges associated with any contract resulting from this RFP 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).

J. EXECUTIVE HEAD OF A STATE AGENCY AFFIRMATION: In accordance with Section

669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Respondent certifies that it is not (1) the executive head of East Texas A&M University or any of its Members, (2) a person who at any time during the four years before the date of the contract was the executive head of East Texas A&M University or any of its Members, or (3) a person who employs a current or former executive head of East Texas A&M University or any of its Members.

K. REQUIRED CONTRACT TERMS: Respondent understands that the Administrative Services Agreement will contain the following terms and conditions or, in the sole discretion of East Texas A&M University, terms and conditions substantially similar to the following conditions (“Required Terms”). If Respondent takes exception to any of the Required Terms, Respondent will submit a list of exceptions as part of its proposal.

1. INDEMNIFICATION AND HOLD HARMLESS: Subject to the statutory duties of the Texas Attorney General, The Respondent shall defend, indemnify and hold harmless the A&M System, Members, and their regents, employees and agents (collectively, the “East Texas A&M University Indemnitees”) from and against any third-party claims, damages, liabilities, expense or loss (each, a “Claim”) asserted against East Texas A&M University Indemnities arising out of or related to (A) an allegation that any of the Services infringe upon, misappropriate, or otherwise violate the intellectual property rights of a third party, and/or (B) any acts or omissions of Respondent or its officers, employees, agents, representatives, or subcontractors pertaining to the activities and obligations under this Agreement, except to the extent such Claim arises from an East Texas A&M University Indemnitee’s gross negligence or willful misconduct.

2. TERM: This Agreement shall commence upon execution and continue for three (3) years (the “Initial Term”) unless earlier terminated in accordance with the provisions of this Agreement. The parties may renew this Agreement for three (3) additional one-year terms (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) upon mutual written agreement signed by authorized representatives of both parties.

3. EARLY TERMINATION: East Texas A&M University shall have the right to terminate this Agreement with the Respondent without penalty after a thirty (30) day’s written notice of termination to the Respondent under the following circumstances:

A. Default of Respondent

It shall be considered a default whenever the Respondent shall:

i. Disregard or violate material provisions of the Agreement or East Texas A&M University instructions or fail to execute the work according to the agreed upon schedule of completion and/or time of completion specified, including extensions thereof, or fail to reach agreed upon performance results.

ii. Declare bankruptcy, become insolvent, or assign company assets for the benefit of creditors.

B. Convenience of East Texas A&M University

Termination of this Agreement by the East Texas A&M University at any time for any reason.

Note: Any termination notice shall not relieve the Respondent of the obligation to deliver and/or perform prior to the effective date of the termination.

4. PROMPT PAYMENT ACT: Payment of invoices will be made thirty (30) days after receipt of a correct invoice and approval by East Texas A&M University. East Texas A&M University’s payment shall be made 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. It is the policy of the state of Texas to make payment on a properly prepared and submitted invoice within thirty (30) days of the latter of any final acceptance of performance or the receipt of a properly submitted invoice, in conformance with the Texas Prompt Payment Act. Generally, payment will be made on the 30th day unless a discount has been arranged for more immediate payment.

5. DELINQUENT CHILD SUPPORT OBLIGATIONS: A child support obligor who is more than 30 days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to receive payments from state funds under an agreement to provide property, materials, or services until all arrearages have been paid or the obligor is in compliance with a written repayment agreement or court order as to any existing delinquency. The Texas Family Code requires the following statement be included in this Agreement, which is certified by the signatory of the vendor hereto: “Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.”

6. LOSS OF FUNDING: Performance by East Texas A&M University under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the “Legislature”). If the Legislature fails to appropriate or allot the necessary funds, East Texas A&M University will issue written notice to Respondent and the East Texas A&M University may terminate this Agreement without further duty or obligation hereunder. Respondent acknowledges that appropriation of funds is beyond the control of East Texas A&M University. In the event of a termination or cancellation under this Section, East Texas A&M University will not be liable to Respondent for any damages that are caused or associated with such termination or cancellation.

7. PAYMENT OF DEBT OR DELINQUENCY TO THE STATE: Pursuant to Section 2252.903, Texas Government Code, Respondent agrees that any payments owing to Respondent under this Agreement may be applied directly toward certain debts or delinquencies that Respondent owes the state of Texas or any agency of the state of Texas regardless of when they arise, until such debts or delinquencies are paid in full.

8. 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.

9. INDEPENDENT CONTRACTOR: The successful Respondent agrees that in all respects its relationship with the East Texas A&M University will be that of an independent contractor, and that it will not act or represent that it is acting as an agent of the East Texas A&M University or incur any obligation on the part of the East Texas A&M University without written authority of East Texas A&M University. As an independent contractor, Respondent will be solely responsible for determining the means and methods for performing the services described. Respondent shall observe and abide by all applicable laws and regulations, policies and procedures, including but not limited to, those of East Texas A&M University relative to conduct on its premises.

10. PUBLIC INFORMATION ACT:

(a) Respondent acknowledges that East Texas A&M University is obligated to strictly comply with the Public Information Act, Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this Agreement, as well as any other disclosure of information required by applicable Texas law.

(b) Upon East Texas A&M University’s written request, Respondent will promptly provide specified contracting information exchanged or created under this Agreement for or on behalf of East Texas A&M University to the East Texas A&M University in a non-proprietary format acceptable to Member that is accessible by the public.

(c) Respondent acknowledges that the East Texas A&M University may be required to post a copy of this fully executed Agreement on its Internet website in compliance with Section 2261.253(a)(1), Texas Government Code.

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

11. SUBCONTRACTING: It is the policy of the state of Texas and East Texas A&M University to encourage the use of Historically Underutilized Businesses (“HUB”) in our contracts, purchasing transactions and through subcontracting opportunities. The goal of the HUB program is to promote equal access and equal opportunity to HUB vendors in East Texas A&M University contracting and purchasing. Respondent will use good faith efforts to subcontract work performed under this Agreement in accordance with the HUB subcontracting plan attached hereto (“HSP”). Except as specifically provided in the HSP, Respondent will not subcontract any of its duties or obligations under this Agreement, in whole or in part. Furthermore, Respondent will comply with all of its duties and obligations under Section 20.285 of the Texas Administrative Code.

12. INSURANCE: Respondent shall obtain and maintain, for the duration of this Agreement or longer, the minimum insurance coverage set forth on Exhibit C attached hereto and incorporated herein by reference.

13. DISPUTE RESOLUTION: The resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the East Texas A&M University and Respondent to attempt to resolve any claim for breach of contract made by Respondent that cannot be resolved in the ordinary course of business. Respondent shall submit written notice of a claim of breach of contract under this Chapter to the Deputy Chancellor and Chief Financial Officer for East Texas A&M University, who shall examine Respondent’s claim and any counterclaim and negotiate with Respondent in an effort to resolve the claim. This provision and nothing in this Agreement waives East Texas A&M University sovereign immunity to suit or liability and the East Texas A&M University has not waived its right to seek redress in the courts.

14. GOVERNING LAW: The validity of this Agreement and all matters pertaining to this Agreement, including but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be governed and determined by the Constitution and the laws of the State of Texas.

15. VENUE: Pursuant to Section 85.18, Texas Education Code, venue for any suit filed against the East Texas A&M University shall be in the county in which the primary office of the chief executive officer of the East Texas A&M University is located.

16. STATE AUDITOR’S OFFICE: Respondent understands that acceptance of funds under this Agreement constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor agency (collectively, “Auditor”), to conduct an audit or investigation in connection with those funds pursuant to Section 51.9335(c), Texas Education Code.

Respondent agrees to cooperate with the Auditor in the conduct of the audit or investigation, including without limitation, providing all records requested. Respondent will include this provision in all contracts with permitted subcontractors.

17. EAST TEXAS A&M UNIVERSITYAUDIT: Respondent shall allow the East Texas A&M University internal audit staff or a third-party auditor contracted with the East Texas A&M University to conduct audits or investigations in connection with Respondent’s obligations under this Agreement.

18. NON-ASSIGNMENT: Respondent shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of East Texas A&M University.

19. WARRANTIES: In addition to all warranties established by law, Respondent hereby warrants and agrees that:

(a) All goods and services covered by this Agreement shall conform to the specifications or other descriptions set forth in this Agreement or otherwise furnished or adopted by East Texas A&M University, and shall be merchantable fit for the purpose intended, of best quality and workmanship, and free from all defects. East Texas A&M University shall have the right of inspection and approval, and may, at Respondent’s expense, reject and return nonconforming goods or require re-performance of services which are not in compliance with the requirements of this Agreement. Defects shall not be deemed waived by the East Texas A&M University failure to notify Respondent upon receipt of goods or completion of services, or by payment of invoice.

(b) All goods and/or services provided under this Agreement shall meet or exceed the Safety Standards established and promulgated under the Federal Occupational Safety and Health Administration (Public Law 91-596) and its regulations effect or proposed as of the date of this Agreement.

(c) All goods delivered pursuant to this Agreement shall conform to standards established for such goods in accordance with any applicable federal, state or local laws and regulations, unless otherwise indicated in this Agreement.

20. ACCEPTANCE OF SERVICES: All services performed under this Agreement shall be to the satisfaction of East Texas A&M University and in accordance with the specifications, terms, and conditions of the agreement. East Texas A&M University reserves the right to review the services performed and to determine the quality and acceptability of such services.

21. SALES AND USE TAX: East Texas A&M University, as an agency of the State of Texas, qualifies for exemption from State and Local Sales and Use Taxes pursuant to the provisions of the Texas Limited Sales, Excise, and Use Tax Act. The Respondent may claim exemption from payment of applicable State taxes by complying with such procedures as may be prescribed by the State Comptroller of Public Accounts.

22. NON-WAIVER OF DEFAULTS: Any failure of East Texas A&M University at any time, to enforce or require the strict keeping and performance of any of the terms and conditions of this agreement shall not constitute a waiver of such terms, conditions, or rights, and shall not affect or impair same, or the right of the East Texas A&M University at any time to avail itself of same.

23. CONFLICT OF INTEREST: By executing this Agreement, Respondent and each person signing on behalf of Respondent certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, that to the best of their knowledge and belief, no member of the East Texas A&M University or A&M System Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by the A&M System, has direct or indirect financial interest in the award of the resultant agreement, or in the services to which the resultant agreement relates, or in any of the profits, real or potential, thereof.

24. COMPLIANCE WITH LAWS: Respondent shall comply with all federal, state, and local laws, rules, and regulations applicable to the performance of its obligations under this Agreement.

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. Respondent 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.

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. Respondent acknowledges and agrees that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of East Texas A&M University, or to the extent that Respondent could impact the security of the cardholder data environment. a) Respondent 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. Respondent shall maintain such compliance for the Term of this Agreement and send documentation of its most recent validation of compliance to East Texas A&M University annually during the Term of this Agreement. In the event that Respondent learns that it is no longer PCI DSS compliant, Respondent will notify East Texas A&M University within two (2) business days of discovery and immediately remediate such non-compliance. b) Respondent acknowledges that unauthorized access to the cardholder data environment (a “cardholder data breach”) resulting from a lapse in Respondent’s security obligations is grounds for early termination of this Agreement, without penalty and with immediate effect, at East Texas A&M University’s discretion. Respondent 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. c) Respondent agrees to indemnify and hold harmless East Texas A&M University from and against any third-party claims, damages, or other harm related to a cardholder data breach. This provision survives termination of this Agreement.

25. ACCESS BY INDIVIDUALS WITH DISABILITIES: If applicable, Respondent represents and warrants that the goods and services provided hereunder comply with the accessibility requirements in Title 1, Chapters 206 and 213 of the Texas Administrative Code and Title II of the Americans with Disabilities Act and the technical standards set forth in the Web Content Accessibility Guidelines 2.1, level AA (available at https://www.w3.org/TR/WCAG21), as published by the Web Accessibility Initiative of the World Wide Web Consortium (the “Accessibility Warranty”). Respondent shall promptly respond to and use commercially reasonable efforts to resolve and remediate any noncompliance with the Accessibility Warranty. In the event that Respondent fails or is unable to do so, East Texas A&M University may immediately terminate this Agreement, and Respondent will refund to East Texas A&M University all amounts paid by East Texas A&M University under this Agreement within thirty (30) days following the effective date of termination.

26. ACCESS TO AGENCY DATA: If applicable, pursuant to Section 2054.138, Texas Government Code, Respondent shall implement and maintain appropriate administrative, technical, and physical security measures, including without limitation, the security control baseline required by the then-current risk and authorization management program established by the Texas Department of Information Resources (“TX-RAMP”), to safeguard and preserve the confidentiality, integrity, and availability of A&M System’s data. Respondent shall periodically provide East Texas A&M University with evidence of its compliance with the Security Controls within thirty (30) days of A&M System’s request.

27. CLOUD COMPUTING SERVICES: If applicable, as of the Effective Date, Respondent 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, Respondent shall maintain RAMP compliance and certification, as may be amended from time to time, throughout the Term, including any renewal term of this Agreement.

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

28. CYBERSECURITY TRAINING PROGRAM: If applicable, pursuant to Section 2054.5192, Texas Government Code, Respondent and its employees, officers, and subcontractors who have access to East Texas A&M University’s computer system and/or database must complete a cybersecurity training program certified under Section 2054.519, Texas Government Code, and selected by East Texas A&M University. The cybersecurity training program must be completed by Respondent and its employees, officers, and subcontractors during the Term and any renewal period of this Agreement. Respondent shall verify completion of the program in writing to East Texas A&M University within the first thirty (30) calendar days of the Term and any renewal period of this Agreement.

Respondent acknowledges and agrees that its failure to comply with the requirements of this Section are grounds for East Texas A&M University to terminate this Agreement for cause.

29. DATA PRIVACY: Respondent shall hold East Texas A&M University data in confidence.

Respondent shall only use or disclose East Texas A&M University data for the purpose of fulfilling Respondent’s obligations under this Agreement, as required by law, or as otherwise authorized in writing by East Texas A&M University. Respondent shall restrict disclosure of the A&M System’s data solely to those employees, subcontractors or agents of PROVIDER that have a need to access the East Texas A&M University data in order for Respondent to perform its obligations under this Agreement. Respondent shall require any such subcontractors or agents to comply with the same restrictions and obligations imposed on Respondent in this Agreement.

Respondent shall, within two (2) days of discovery, report to East Texas A&M University any use or disclosure of East Texas A&M University data not authorized by this Agreement or in writing by East Texas A&M University. Respondent’s report must identify: (a) the nature of the unauthorized use or disclosure, (b) the East Texas A&M University data used or disclosed, (c) who made the unauthorized use or received the unauthorized disclosure,

(d) what Respondent has done or will do to mitigate any deleterious effect of the unauthorized use or disclosure, and (e) what corrective action Respondent has taken or will take to prevent future similar unauthorized use or disclosure. Respondent shall provide such other information, including a written report, as reasonably requested by East Texas A&M University.

Respondent must promptly notify East Texas A&M University of any legal request for East Texas A&M University data from a third party and take (and assist East Texas A&M

University in taking) appropriate steps not to disclose such East Texas A&M University data.

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

30. EXECUTIVE ORDER GA-48 CERTIFICATION: Respondent represents and warrants that Respondent is not and, if applicable, none of its holding companies or subsidiaries are

a) listed in Section 889 of the 2019 National Defense Authorization Act (“NDAA”) regarding telecommunications and video surveillance; b) listed in Section 1260H of the 2021 NDAA regarding Chinese military companies in the US; c) owned by the government of a country on the U.S. Department of Commerce's foreign adversaries list under 15 C.F.R.

§ 791.4 (“15 C.F.R. § 791.4 List”); or d) controlled by any governing or regulatory body located in a country on the 15 C.F.R. § 791.4 List. Respondent acknowledges that a false certification is a material breach of contract and is grounds for immediate termination of this Agreement with no further obligation on…