ESBD_File_353578_TXRC-ContractT&Cs-STEWARDS.Solicitation-.pdf

TEXAS RACING COMMISSION

TERMS AND CONDITIONS

1. Americans with Disabilities Act and Equal Employment Opportunity Vendor represents and warrants its compliance with the requirements of the Americans With Disabilities Act (ADA) and its implementing regulations, as each may be amended.

2. Antitrust Affirmation The undersigned affirms under penalty of perjury of the laws of the State of Texas that (1) in connection with this Response, neither I nor any representative of the Vendor have violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (2) in connection with this Response, neither I nor any representative of the Vendor have violated any federal antitrust law; and (3) neither I nor any representative of the Vendor have directly or indirectly communicated any of the contents of this Response to a competitor of the Vendor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Vendor.

3. Assignment Vendor shall not assign its rights under the contract or delegate the performance of its duties under the contract without prior written approval from TXRC. Any attempted assignment in violation of this Section is void and without effect.

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

5. Child Support Obligation Affirmation, Section 231.006, Texas Family Code Under Section 231.006, Family Code, the vendor certifies that the individual or business entity named in this contract 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. A bid or an application for a contract, grant, or loan paid from state funds must include the name and social security number of the individual or sole proprietor and each partner, shareholder, or owner with an ownership interest of at least 25 percent of the business entity submitting the bid or application. FEDERAL PRIVACY ACT NOTICE: This notice is given pursuant to the Federal Privacy Act.

Disclosure of your Social Security Number (SSN) is required under Section 231.006(c) and Section 231.302(c)(2) of the Texas Family Code. The SSN will be used to identity persons that may owe child support. The SSN will be kept confidential to the fullest extent allowed under Section 231.302(e), Texas Family Code.

6. Compliance with Section 572.054, Texas Government Code, Former Officer or Employee of TXRC

TXRC Terms and Conditions

Vendor certifies compliance with Texas Government Code Section 572.054. Vendor has not employed a former officer or employee of TXRC to perform services on Vendor’s behalf, to secure the contract, or to represent Vendor in any manner prohibited by Section 572.054. A false certification could result in termination of this contract, withholding of payments, or other sanctions.

7. COVID-19 Vaccine Passport Prohibition Vendor certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Vendor’s business. Vendor acknowledges that such a vaccine or recovery requirement would make Vendor ineligible for a state-funded contract.

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

9. Damage to Government Property If Contractor is issued TXRC owned equipment, Contractor will ensure that all equipment is kept secure.

In the event of intentional or negligent loss, destruction, or damage to any Agency or State of Texas property by Contractor or Contractor’s employees, agents, subcontractors, and suppliers, Contractor shall be liable to Agency and the State of Texas the full cost of repair, reconstruction, or replacement of the lost, destroyed, or damaged property. Contractor will reimburse Agency and the State of Texas for such property damage within ten (10) calendar days after Contractor’s receipt of Agency’s notice of amount due.

10. Data Management and Security Controls In accordance with Section 2054.138 of the Texas Government Code, Vendor certifies that it will comply with the security controls required under this contract and will maintain records and make them available to Agency as evidence of Vendor’s compliance with the required controls.

11. Dealings with Public Servants Affirmation Pursuant to Section 2155.003 of the Texas Government Code, Vendor represents and warrants that it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Response.

12. Debts and Delinquencies Affirmation Vendor agrees that any payments due under the contract shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support.

13. Disclosure of Prior State Employment In accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Vendor certifies that it does not employ an individual who has been employed by TXRC or another agency at any time during the two years preceding the submission of the Response or, in the alternative, Vendor has disclosed in its Response the following: (i) the nature of the previous employment with TXRC or the other agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation for the employment at the time of its termination.

14. Dispute Resolution

The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the contract.

15. Drug-Free Workplace Vendor represents and warrants that it shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C. § 701 et seq.) and maintain a drug-free work environment.

16. E-Verify Program Vendor certifies that for contracts for services, Vendor shall utilize the U.S. Department of Homeland Security’s E-Verify system (E-Verify) during the term of the contract to determine the eligibility of:

1. all persons employed by Vendor to perform duties within Texas; and

2. all persons, including subcontractors, assigned by Vendor to perform work pursuant to the contract within the United States of America.

Vendor shall provide, upon written request by the TXRC, an electronic or hard copy screenshot of the confirmation that Vendor is enrolled in E-Verify. Vendor shall provide, upon written request by the TXRC, an electronic or hard copy of the confirmation or non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for each Vendor employee, subcontractor, and subcontractor employee that meet the criteria above, following any required E-Verify protocols to allow for the provision of such information.

17. Energy Company Boycotts If Vendor is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Vendor verifies that Vendor does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Vendor does not make that verification, Vendor must so indicate in its Response and state why the verification is not required.

18. Entities that Boycott Israel Pursuant to Section 2271.002 of the Texas Government Code, Vendor certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Vendor shall state any facts that make it exempt from the boycott certification in its Response.

19. Excess Obligations Prohibited - Funding Out Clause The contract is subject to termination or cancellation, without penalty to TXRC, either in whole or in part, subject to the availability of state funds.

20. Excluded Parties Vendor certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the United States Department of the Treasury, Office of Foreign Assets Control.

21. 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, Vendor certifies that it is not (1) the executive head of TXRC, (2) a person who at any time during the four years before the date of the contract was the executive head of the TXRC, or (3) a person who employs a current or former executive head of TXRC.

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

23. Financial Participation Prohibition Affirmation Under Section 2155.004, Government Code, the vendor certifies that the individual or business entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

24. Fingerprinting and Background Check TXRC will approve or deny any Vendor employee, agent, consultant, subcontractor, subcontractor employee, or volunteer worker in accordance with TXRC policies and procedures. TXRC’s designated contact for criminal background checks is the Human Resources Department, 512-833-6699.

25. Firearm Entities and Trade Association Discrimination If Vendor is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Vendor verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. If Vendor does not make that verification, Vendor must so indicate in its Response and state why the verification is not required.

26. Foreign Terrorist Organizations Section 2252.152 of the Texas Government Code prohibits TXRC from awarding a contract to any person who does business with Iran, Sudan, or a foreign terrorist organization as defined in Section 2252.151 of the Texas Government Code. Vendor certifies that it is not ineligible to receive the contract.

27. Former Agency Employees Vendor represents and warrants that none of its employees including, but not limited to, those authorized to provide services under the contract, were former employees of TXRC during the twelve (12) month period immediately prior to the date of execution of the contract.

28. Human Trafficking Prohibition Under Section 2155.0061, Government Code, the vendor [Vendor] certifies that the individual or business entity named in this bid [Response] or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

29. Indemnification Vendor shall defend, indemnify, and hold harmless the State of Texas and TXRC, and/or their officers, agents, employees, representatives, contractors, assignees, and/or designees from any and all liability, actions, claims, demands, or suits, and all related costs, attorney fees, and expenses arising out of, or resulting from any acts or omissions of Vendor or its agents, employees, subcontractors, order fulfillers, or suppliers of subcontractors in the execution or performance of the contract and any purchase orders issued under the contract. The defense shall be coordinated by Vendor with the off of the Texas Attorney General when Texas state agencies are named defendants in any lawsuit and Vendor may not agree to any settlement without first obtaining the concurrence from the Office of the Texas Attorney General. Vendor and TXRC agree to furnish timely written notice to each other of any such claim.

30. Insurance Section 1: Vendor shall maintain liability insurance in the amount of $1,000,000.00 for each occurrence of negligence. The insurance must also cover injury to a youth that occurs when the youth is in Vendor’s care, custody, or control.

Section 2: Vendor shall provide the TXRC Contracts Department proof of insurance listing TXRC as an additional insured upon contract execution, upon insurance renewal if coverage expires during the contract term (including contract extensions, if any), and upon request.

Section 3: The required insurance coverage, in the above-stated amount, must be maintained during the term of this contract and through any subsequent extensions. Failure to maintain the required insurance coverage may result in termination of this contract or sanctions.

31. No Conflicts of Interest Vendor represents and warrants that the provision of goods and services or other performance under the contract will not constitute an actual or potential conflict of interest or reasonably create the appearance of impropriety. Vendor has disclosed in writing to TXRC all existing or potential conflicts of interest relative to the performance of the contract. And if circumstances change during the course of the contract, Vendor shall promptly notify TXRC.

32. Prompt Payment Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

33. Public Information Act Information, documentation, and other material in connection with this contract may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the “Public Information Act”). In accordance with Section 2252.907 of the Texas Government Code, Vendor is required to make any information created or exchanged with the State pursuant to the contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State.

34. Signature Authority By submitting the Response, Vendor represents and warrants that the individual submitting this document and the documents made part of this Contract is authorized to sign such documents on behalf of the Vendor and to bind the Vendor to this contract.

35. State Auditor’s and TXRC’s Right to Audit Pursuant to Section 2262.154 of the Texas Government Code, the state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under any contract or indirectly through a subcontract under the contract. The acceptance of funds by Service Provider or any other entity or person directly under the contract or indirectly through a subcontract under the contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, Service Provider or other entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit.

Service Provider shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the contract and the requirement to cooperate is included in any subcontract it awards.

Service Provider shall maintain and retain supporting fiscal documents adequate to ensure that claims for contract funds are in accordance with TXRC and State of Texas requirements. Service Provider shall maintain all such documents and other records relating to this contract and the State’s property for a period of seven (7) years after the date of submission of the final invoices or until a resolution of all billing questions or contract issues, whichever is later. Service Provider shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all information related to the State’s property, such as work papers, reports, books, data, files, software, records, and other supporting documents pertaining to this contract, for purposes of inspecting, monitoring, auditing, or evaluating by TXRC, the State of Texas, or their authorized representatives. Service Provider shall cooperate with auditors and other authorized TXRC and State of Texas representatives and shall provide them with prompt access to all of such State’s property as requested by TXRC or the State of Texas. Service Provider’s failure to comply with this provision shall constitute a material breach of this contract and shall authorize TXRC to immediately terminate and/or assess liquidated damages to the extent allowed by Texas law. TXRC may require, at Service Provider’s sole cost and expense, independent audits by a qualified certified public accounting firm of Service

Provider’s books and records or the State’s property. The independent auditor shall provide TXRC with a copy of such audit at the same time it is provided to Service Provider. TXRC retains the right to issue a request for proposals for the services of an independent certified public accounting firm under this contract.

The contract may be amended unilaterally by TXRC to comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code.

36. Survival Expiration or termination of the contract for any reason does not release Vendor from any liability or obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination.

37. Suspension and Debarment Vendor certifies that it and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration.

38. Taxes Purchases made for state uses are exempt from Texas State Sales Tax and Federal Excise Tax. A Tax Exemption Certificate will be furnished upon written request to TXRC. Vendor represents and warrants that it shall pay all taxes or similar amounts resulting from the contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Vendor or its employees. TXRC shall not be liable for any taxes resulting from the contract.

39. Texas Bidder Affirmation Vendor certifies that if a Texas address is shown as the address of the Vendor on this Response, Vendor qualifies as a Texas Bidder as defined in Section 2155.444(c) of the Texas Government Code.