Exhibit A_-_TDA_Standard_Terms_and_Conditions_-released_6.23.2026 Final.pdf

Exhibit A – 06/23/2026

Exhibit A

EXECUTION OF OFFER, AFFIRMATION OF TERMS AND CONDITIONS AND

PROPOSAL PREFERENCES

The acceptances, acknowledgements, averments, certifications, conditions, mandates, provisions, references, requirements, and terms set out in this Exhibit A constitute TDA’s general terms and conditions associated with any purchase order or any contract of the Agency to which it is attached and will be incorporated by reference into any such purchase order or contract for all purposes.

1. Definitions. The following words and terms shall have the following meanings, unless the context clearly indicates otherwise:

a. Agency – the Texas Department of Agriculture, sometimes referred to herein as “TDA.”

b. Contract Manager – the individual designated by Contractor or TDA with overall responsibility for managing any contract resulting from this solicitation. See “Project Manager” below. Either Party may designate one person to be both the Contract Manager and the Project Manager.

c. Contractor – A vendor providing goods and services under a TDA purchase order or contract, including a Respondent selected for an award pursuant to this Solicitation.

d. Include – include, includes and including are terms of inclusion and, where used in this Solicitation or resulting Contract, such terms shall be interpreted in accordance with their dictionary meaning and are deemed to be followed by the words “without limitation.”

e. Key Person or Key Personnel – the employee or employees designated in the Response who are responsible for the overall supervision and management of the activities, projects, services, tasks or work made the subject of this Solicitation and resulting contract, including the timely and satisfactory delivery or completion of the goods, services or work.

f. Parties – all signatories to any contract resulting from this Solicitation. Individual signatories may be referred to herein or a resulting contract as a “Party.”

g. Project Manager – the individual designated by Contractor or TDA with day-to-day responsibility for accomplishing the undertaking(s) made the subject of this Solicitation and resulting contract.

h. Respondent – an entity or person that submits an application, bid, offer, proposal, quote or response in reply to this Solicitation. In the event Respondent is selected for an award of a contract under this Solicitation, this term also includes Contractor, as defined above. This term includes a vendor providing goods and services under a TDA purchase order.

i. Response – an application, bid, offer, proposal or quote submitted in reply to this Solicitation.

j. Solicitation – the purchasing request made by TDA described and identified in this document, whether it be an Invitation for Bids (IFB), Quote Request, Request for Offers (RFO), Request for Proposals (RFP), Request for Qualifications (RFQ), or other form of purchase.

2. Abortion Provider and Affiliate Transactions Prohibited. Respondent represents and warrants that the contract is not a taxpayer resource transaction prohibited by Section 2272.003 of the Texas Government Code and that payment by Agency to Respondent, and Respondent’s receipt of appropriated funds under the contract, are not prohibited by Article IX, Section 6.24 of the General Appropriations Act.

3. Agency’s Right to Audit. Respondent will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Respondent pertaining to the contract for purposes of inspecting, monitoring, auditing, or evaluating by Agency and the State of Texas.

4. Americans with Disabilities Act. Respondent represents and warrants its compliance with the requirements of the Americans with Disabilities Act (ADA) and its implementing provisions, as each may be amended.

5. Antitrust Affirmation. Respondent represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent, or anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws; or (2) communicated directly or indirectly the contents of this Response to any competitor or any other person engaged in the same line of business as Respondent.

6. Artificial Intelligence Disclosure. Respondent certifies that its Response discloses each artificial intelligence system it may use to complete any deliverable or a portion of any deliverable under the Contract. “Artificial intelligence system” means a machine-based system that for explicit or implicit objectives infers from provided information a method to generate outputs, such as predictions, content, recommendations, or decisions, to influence a physical or virtual environment with varying levels of autonomy and adaptiveness after deployment. Respondent promises not to use an artificial intelligence system to perform the Contract without the prior written consent of the Agency.

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

8. Binding Effect. The contract shall inure to the benefit of, be binding upon, and be enforceable against, each Party and their respective permitted successors, assigns, transferees and delegates.

9. Binding Offer and Effect of TDA Acceptance. By submitting a Response to this Solicitation, if such Response is not withdrawn prior to the time for opening offers arrives, Respondent understands and agrees that it is making a firm offer to enter into a contract, which firm offer may be accepted by TDA, and which will result in a binding contract.

_____________ (Respondent must initial and date here to show agreement)

10. Buy Texas Affirmation. In accordance with Section 2155.4441 of the Texas Government Code, Respondent 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.

11. Capital Outlay. If Respondent purchases capital outlay, such as furniture or equipment, to accomplish the contract project, title will remain with Respondent for the period of the contract. TDA reserves the right to transfer capital outlay items for contract noncompliance during the contract period, or if the items are needed after expiration or termination of the contract. This provision applies to furniture or equipment purchased by Respondent for the performance of the contract, regardless of price or how the item is classified in Respondent’s accounting record.

12. Change in Law and Compliance with Laws. Any alterations, additions, or deletions to the terms of the contract that are required by changes in federal or state law or regulations are automatically incorporated into the contract without the necessity of a written amendment and shall become effective on the date designated by such law or by regulation.

13. Change of Address. Respondent shall notify TDA’s Contract Manager in writing of any change in the contact person or address for delivery of notices within ten (10) calendar days of the date of such change.

14. Child Support Obligation Affirmation. Under Section 231.006 of the Texas Family Code, the Contractor or Respondent 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 in addition to other remedies set out in Section 231.006(f).

15. Cloud Computing State Risk and Authorization Management Program (TX-RAMP). Pursuant to Section 2054.0593(d)-(f) of the Texas Government Code, relating to cloud computing state risk and authorization management program, Respondent represents and warrants that it complies with the requirements of the state risk and authorization management program and Respondent agrees that throughout the term of the contract it shall maintain its certifications and comply with the program requirements in the performance of the contract.

16. Computer Equipment Recycling Program. Respondent certifies its compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code and the Texas Commission on Environmental Quality rules in Texas Administrative Code, Title 30, Chapter 328.

17. Contracting Information Responsibilities. Respondent represents and warrants that it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to the contract and Respondent agrees that the contract can be terminated if Respondent knowingly or intentionally fails to comply with a requirement of that subchapter.

18. COVID-19 Vaccine Passport Prohibition. Respondent 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 Respondent’s business.

Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state-funded contract.

19. Critical Infrastructure Affirmation. Pursuant to Texas Government Code, Section 2274.0102, Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Texas Governor under Texas Government Code, Section 2274.0103, or (2) headquartered in any of those countries.

20. Critical Infrastructure Subcontracts. For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Texas Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Texas Business and Commerce Code, Respondent shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Respondent will notify the Agency before entering into any subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state.

21. Cybersecurity Training. Respondent 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.

22. Damage to Government Property. Respondent shall be liable for all damage to government-owned, leased, or occupied property and equipment caused by Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the contract. Respondent shall notify the Agency in writing of any such damage within one (1) calendar day. Respondent is responsible for the removal of all debris resulting from work performed under the contract.

23. Data Management and Security Controls. In accordance with Section 2054.138 of the Texas

Government Code, Respondent certifies that it will comply with the security controls required under this contract and will maintain records and make them available to TDA as evidence of Respondent’s compliance with the required controls.

24. Dealing with Public Servants Affirmation. Respondent 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 submitted Response.

25. Debts and Delinquencies Affirmation. Respondent agrees that any payments due under the contract shall be applied towards any debt or delinquency that is owed to the State of Texas.

26. Disaster Recovery Plan. In accordance with Texas Administrative Code, Title 13, §6.94(a)(9), Respondent shall provide to Agency the descriptions of its business continuity and disaster recovery plans.

27. Disclosure of Interested Parties. Respondent represents and warrants that if selected for award of a contract as a result of the Solicitation, Respondent will submit to Agency a Certificate of Interested Parties prior to contract execution in accordance with Section 2252.908 of the Texas Government Code.

28. Disclosure of Prior State Employment. In accordance with Section 2254.033 of the Texas Government Code, relating to consulting services, Respondent certifies that it does not employ an individual who has been employed by TDA or another agency at any time during the two years preceding the submission of the Response or, in the alternative, Respondent has disclosed in its Response the following:

a. the nature of the previous employment with TDA or the other agency.

b. the date the employment was terminated; and

c. the annual rate of compensation for the employment at the time of termination.

29. Discounts. If Respondent at any time during the term of the contract provides a discount on the final contract costs, Respondent will notify Agency in writing ten (10) calendar days prior to effective date of discount. Agency will generate a Purchase Order Change Notice and send a revised Purchase Order to Respondent.

30. Dispute Resolution (Engineering, Architectural or Construction Services). Subject to Texas Government Code, Section 2260.002, the dispute resolution process provided by Chapter 2260 of the Texas Government Code and set forth below in subsections (a)-(d) shall be used by the parties to attempt to resolve all disputes arising under this Contract. In accordance with the Texas Civil Practice and Remedies Code, Section 114.005, the parties agree claims encompassed by Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code, Section 114.002 shall be governed by the dispute resolution process set forth below in subsections (a)-(d).

a. Notwithstanding Texas Government Code, Section 2260.002(3) and Texas Civil Practice and Remedies Code, Section 114.012 and any other statute or applicable law, if Respondent’s claim for breach of contract cannot be resolved by the parties in the ordinary course of business, Respondent may make a claim against TDA for breach of contract and TDA may assert a counterclaim against Respondent as is contemplated by Texas Government Code, Chapter 2260, Subchapter B. In such event, Respondent must provide written notice to TDA of a claim for breach of the Contract not later than the 180th day after the date of the event giving rise to the claim.

The notice must state with particularity: (1) the nature of the alleged breach; (2) the amount Respondent seeks as damages; and the legal theory of recovery.

b. The chief administrative officer, or if designated in the contract, another officer of TDA, shall examine the acclaim and any counterclaim and negotiate with Respondent in an effort to resolve them. The negotiation must begin no later than the 120th day after the date the claim is received, as is contemplated by Texas Government Code, Section 2260.052.

c. If the negotiation under paragraph (b) above results in the resolution of some disputed issues by agreement or in a settlement, the parties shall reduce the agreement or settlement to writing and each party shall sign the agreement or settlement. A partial settlement or resolution of a claim does not waive a party’s rights under this Contract as to the parts of the claim that are not resolved.

d. If a claim is not entirely resolved under paragraph (b) above, on or before the 270th day after the date the claim is filed with TDA, unless the parties agree to in writing to an extension of time, the parties may agree to mediate a claim made under this dispute resolution procedure. This dispute resolution procedure is Respondent’s sole and exclusive process for seeking a remedy for an alleged breach of contract by TDA if the parties are unable to resolve their disputes as described in this section.

e. Nothing in the contract shall be construed as a waiver of the state’s or TDA’s sovereign immunity.

This contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas under this contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. TDA does not waive any privileges, rights, defenses, remedies, or immunities available to TDA by entering into this Contract or by its conduct, or by the conduct of any representative of TDA, prior to or subsequent to entering into this contract.

f. Compliance with the dispute resolution process provided for in Texas Government Code, Chapter 2260, Subchapter B and incorporated by reference in subsection(a)-(d) above is a condition precedent to Respondent:

1) filing suit pursuant to Chapter 114 of the Texas Civil Practice and Remedies Code; or

2) initiating a contested case hearing pursuant to Subchapter C of Chapter 2260 of the

Texas Government Code.

31. Dispute Resolution (General). 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.

32. Diversity, Equity and Inclusion (DEI). In accordance with Texas Agriculture Commissioner Miller’s directive, dated January 30, 2025, and Office of the Texas Governor Executive Order No. GA-55 (1/31/2025), Respondent certifies that it will comply with the color-blind guarantees of the State of Texas and federal constitutions by not implementing or engaging in diversity, equity and inclusion (DEI) and diversity, equity, inclusion and accessibility (DEIA) programs, policies, or practices and will continue to comply for the life of the contract to ensure no state monies are used to support DEI or DEIA programs, policies, or practices. Respondent further certifies it does not promote, maintain, or enforce biased, prejudiced, and unfair DEI or DEIA policies based on race, color, sex, sexual preference, religion, or national origin. Respondent agrees to maintain records and make them available to TDA as evidence of Respondent’s compliance with the required prohibition.

33. Diversity, Equity and Inclusion (DEI). In accordance with the White House Executive Order, dated March 26, 2026, Respondent shall comply with the following requirements for federal contractors and subcontractors:

To the extent permitted by law, ensure that contracts and contract-like instruments, including contractors' subcontracts and subcontractors' lower-tier subcontracts, include the following clause:

“In connection with the performance of work under this contract, [the contractor/appropriate party (contractor)] agrees as follows:

1. The contractor will not engage in any racially discriminatory DEI activities, as defined in section 2 of the Executive Order of March 26, 2026 (Addressing DEI Discrimination by Federal Contractors);

2. The contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the contracting agency pursuant to the Executive Order of March 26, 2026 (Addressing DEI Discrimination by Federal Contractors), for purposes of ascertaining compliance with this clause;

3. In the event of the contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the contractor or subcontractor may be declared ineligible for further Government contracts;

4. The contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the contracting department or agency and take any appropriate remedial actions directed by the contracting department or agency;

5. The contractor will inform the contracting department or agency if a subcontractor sues the contractor and the suit puts at issue, in any way, the validity of this clause; and

6. The contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of section 3729(b)(4) of title 31, United States Code (False Claims Act).”

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

35. E-Verify Program. Respondent certifies that for contracts for services, Respondent shall utilize the U.S.

Department of Homeland Security’s E-Verify system during the term of the contract to determine the eligibility of: (1) all persons employed by Respondent to perform duties within Texas; and (2) all persons, including subcontractors, assigned by Respondent to perform work pursuant the contract within the United States of America.

36. Electrical Items. All electrical items must meet all applicable OSHA standards and regulations and bear the appropriate listing from Underwriters Laboratory (UL), Factory Mutual Resource Corporation (FMRC), or National Electrical Manufacturers Association (NEMA).

37. Energy Company Boycotts. Respondent represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section

2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Agency.

38. Entire Agreement. Any contract resulting from this Solicitation shall represent the entire understanding between the Parties with respect to its subject matter and shall constitute the entire agreement between the Parties, superseding and preempting any previous communications or agreements that may exist between the Parties.

39. Entities that Boycott Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either:

a. it meets an exemption criterion under Section 2271.002; or

b. it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response.

40. Equal Employment Opportunity. Respondent represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities.

41. Excess Obligations Prohibited. Any contract resulting from this Solicitation is contingent upon the continued availability of lawful appropriations by the Texas Legislature.

42. Excluded Parties. Respondent certifies that it is not listed on the prohibited vendors list authorized by Executive Order 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.

43. Executive Head of a State Agency Affirmation. Under Section 669.003 of the Texas Government Code, relating to contracting with an executive head of a state agency, Respondent represents that no person who served as an executive of the Agency, in the past four (4) years, was involved with or has any interest in the contract. If Respondent employs or has used the services of a former executive of the Agency, then Respondent shall provide the following information in the Response: name of the former executive, the name of the state agency, the date of separation from the state agency, the position held with Respondent, and the date of employment with Respondent.

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

45. Federal Occupational Safety and Health Law. Respondent represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15).

46. Federal Rules, Laws, and Regulations. Contractor shall be subject to and shall abide by all federal laws, rules, and regulations pertaining to any contract resulting from this Solicitation, including:

a. Americans With Disabilities Act, 42 U.S.C. §12101, and the regulations effectuating its provisions, as each may be amended from time to time;

b. Title VI of the Civil Rights Act of 1964, as amended (prohibition of discrimination by race, color, or national origin), and the regulations effectuating its provisions;

c. Title IX of the Education Amendments of 1972, as amended (prohibition of sex discrimination in educational institutions) and the regulations effectuating its provisions;

d. Section 504 of the Rehabilitation Act of 1973, as amended (nondiscrimination on the basis of handicapping condition), and the regulations effectuating its provisions;

e. The Age Discrimination Act of 1975, as amended (prohibition of discrimination on basis of age), and the implementing regulations; and

f. The Anti-Lobbying Act, 18 U.S.C. §1913 (prohibition against the use of federal grant funds to influence legislation pending before Congress), and the Byrd Amendment on government lobbying, 31 U.S.C. §1352 (prohibition against the use of federal grant funds to influence certain federal contracting and financial transactions).

47. Federal, State and Local Tax and Withholding Requirements. Contractor shall demonstrate on-site compliance with federal income tax laws including issuance of Form W-2s to employees. Contractor is responsible for federal and state unemployment insurance coverage and standard workers compensation insurance coverage. Contractor shall comply with all federal and state tax laws and withholding requirements. Neither TDA nor the State of Texas shall be liable to Contractor or its employees for any unemployment or workers compensation coverage, or federal or state withholding requirements. Contractor shall indemnify the State of Texas and shall pay all costs, penalties, or losses resulting from Contractor’s omission under or breach of this Section.

48. Financial Participation Prohibited Affirmation. Under Section 2155.004(b) of the Texas Government Code, Respondent certifies that the individual or business entity named in this Response or contract is not ineligible to receive the specified contract and acknowledges that the contract may be terminated and payment withheld if this certification is inaccurate.

49. Firearm Entities and Trade Associations Discrimination. Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify the Agency.

50. Force Majeure. Neither Respondent nor Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as: (A) acts of God, acts or failure of government or governmental authorities, war, fires, explosions, hurricanes, tornadoes, floods, extreme weather, strikes, riots, civil disturbance or unrest, failure of transportation, or disruption of supply chain(s); or (B) acts, causes, circumstances, events and matters related to public health, whether local, state, regional, national or worldwide, including, without limitation, disease, epidemic, pandemic, viral or bacterial outbreaks, or contamination of or disruption to food or water supply. To constitute an event of force majeure, the act, cause, circumstance, event or matter must: (i) directly result in damage, loss, harm, destruction, disruption or calamity to the party declaring an event of force majeure of such magnitude that a reasonably competent and prepared entity or individual could not be expected to continue operations or perform services under such circumstances; (ii) be beyond the reasonable control of the party declaring a force majeure; and (iii) be of such a nature that by exercise of due foresight the party declaring a force majeure could not reasonably have been expected to avoid, and which, by the exercise of all reasonable diligence, such party in unable to overcome. The party declaring a force majeure shall provide at least seven (7) days’ written notice to the nondeclaring party of the force majeure and the actions or remedies it is taking as a result of the force majeure. If either party is unable to continue operations or provide services as a result of a force majeure, only after providing notice of a force majeure as required by this section and making a legitimate effort to continue operations and/or provide services, such party may terminate this contract by providing written notice to the nondeclaring party. If this contract is terminated because of an event of force majeure, TDA shall be responsible for payment of only reasonable and customary charges for necessary services actually provided by Contractor up to the date of termination, not to exceed the sums specified in the contract.

51. Foreign Terrorist Organizations. Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code.

52. Former Agency Employees. Respondent 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 the Agency during the twelve (12) month period immediately prior to the date of execution of the contract.

53. Forms, Assurances, and Reports. Contractor shall timely make and file with the proper authorities all forms, assurances and reports required by federal and state laws and regulations. TDA shall report any failure by Contractor that comes to TDA’s attention and may deny payment or recover payments in the event of noncompliance with this Section.

54. Governing Law and Venue. The contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws provisions. The venue of any suit arising under the contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the contracting Agency.

55. Hardening of State Government. Respondent certifies that neither it, nor its holding companies or subsidiaries, is: (a) listed in Section 889 of the 2019 National Defense Authorization Act; (b) listed in Section 1260H of the 2021 National Defense Authorization Act; or (c) owned by the government of a country on the U.S. Department of Commerce’s foreign adversaries list under 15 C.F.R Section 791.4; or

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

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

57. Immigration. Respondent represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act (8 U.S.C. §§1101 et seq.) and all subsequent immigration laws and amendments.

58. INDEMNIFICATION (ENGINEERING OR ARCHITECTURAL SERVICES). RESPONDENT SHALL INDEMNIFY

AND HOLD HARMLESS THE STATE OF TEXAS AND TDA, 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 DAMAGES, COSTS, ATTORNEY FEES, AND EXPENSES TO THE EXTENT CAUSED BY, ARISING OUT OF, OR RESULTING FROM ANY ACTS OF NEGLIGENCE, INTENTIONAL TORTS, WILLFUL MISCONDUCT, PERSONAL INJURY, OR

DAMAGE TO PROPERTY, AND/OR OTHERWISE RELATED TO RESPONDENT’S PERFORMANCE, AND/OR

FAILURES TO PAY A SUBCONTRACTOR OR SUPPLIER BY THE RESPONDENT OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, CONSULTANTS UNDER CONTRACT TO RESPONDENT, OR ANY

OTHER ENTITY OVER WHICH THE CONTRACTOR EXERCISES CONTROL, OR SUPPLIERS OF

SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT. THE DEFENSE SHALL

BE COORDINATED BY RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN

TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND RESPONDENT MAY NOT

AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF

THE TEXAS ATTORNEY GENERAL. RESPONDENT AND TDA AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

59. INDEMNIFICATION. (GENERAL). RESPONDENT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND AGENCY, 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 RESPONDENT 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 RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY

GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND

RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE

FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. RESPONDENT AND AGENCY AGREE TO

FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

60. INDEMNIFICATION (IP). RESPONDENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS AGENCY

AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS,

MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF RESPONDENT PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) AGENCY’S AND/OR RESPONDENT’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED

TO AGENCY BY RESPONDENT OR OTHERWISE TO WHICH AGENCY HAS ACCESS AS A RESULT OF

RESPONDENT’S PERFORMANCE UNDER THE CONTRACT. RESPONDENT AND AGENCY AGREE TO

FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. RESPONDENT SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE

COORDINATED BY RESPONDENT WITH TDA AND THE OFFICE OF THE TEXAS ATTORNEY GENERAL

(OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG.

IN ADDITION, RESPONDENT WILL REIMBURSE AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF AGENCY DETERMINES THAT A CONFLICT

EXISTS BETWEEN ITS INTERESTS AND THOSE OF RESPONDENT OR IF AGENCY IS REQUIRED BY

APPLICABLE LAW TO SELECT SEPARATE COUNSEL, AGENCY WILL BE PERMITTED TO SELECT SEPARATE

COUNSEL AND RESPONDENT WILL PAY ALL REASONABLE COSTS OF AGENCY’S COUNSEL.

61. Independent Contractor. Respondent acknowledges and agrees that it is furnishing products and services in the capacity of an independent contractor and that Respondent and its personnel are not employees of the Agency or the State of Texas.

62. Insurance. Contractor represents and warrants that it will obtain and maintain for the term of any contract resulting from this Solicitation all insurance coverage required to ensure proper fulfillment of the contract and its liabilities thereunder. Contractor shall insure its motor vehicles are used to fulfill its duties under the contract and require its subcontractors to do the same. Such insurance shall comply with Texas’ statutory requirements and cover personnel being picked up or delivered in the performance of the contract. Contractor represents and warrants that all the above coverage will be obtained from companies that are licensed in the State of Texas, have an “A” rating from Best, and are authorized to provide the coverage. Contractor must provide at least 30 days’ written notice of its intent to cancel any insurance coverage required by the contract and provide immediate notice to TDA of replacement coverage. Further, all insurance required by the contract must include a waiver of all subrogation rights against TDA.

Unless otherwise specified in this Solicitation or a resulting contract, Contractor must maintain insurance in the amounts specified below:

a. Workers Compensation and Employee Liability Contractor must maintain Workers Compensation insurance coverage in accordance with the following statutory limits:

i. Employers Liability – Each Accident $1,000,000

ii. Disease – Each Employee $1,000,000

iii. Disease – Policy Limit $1,000,000

b. Commercial General Liability Coverage Contractor must maintain the minimum general liability insurance coverage as reflected below:

i. Bodily Injury and Property Damage: Each Occurrence limit: $1,000,000 and Aggregate limit: $2,000,000

ii. Medical Expense each person: $10,000

iii. Personal Injury and Advertising Liability: $1,000,000 per occurrence /

$2,000,000 aggregate

iv. Products /Completed Operations Aggregate Limit: $2,000,000

v. Damage to Premises Rented to You: $50,000

63. Invoicing. Invoicing should be consistent with the accepted cost proposal. Invoices for goods are to be submitted within thirty (30) days after all ordered goods have been delivered and accepted.

Invoices for services delivered at an hourly rate are to be submitted on the first business day of each month for the number of hours worked the previous month. Each invoice must clearly outline the number of hours worked on each item with a detailed description of the item billed. If the hourly rate varies by staff, the staff assigned to the item must be included. Invoices for services rendered on a flat or project rate are to be submitted within thirty (30) days after all services for the item or project have been delivered and accepted.

Invoices should be submitted by email to Invoices@TexasAgriculture.gov with the TDA Purchase Order

Number clearly indicated on the invoice. For payment in less than 30 days, the invoice must offer a discount for early payment.

64. Key Person or Key Personnel. Contractor shall ensure that key personnel assigned to any contract resulting from the Solicitation shall remain available for the entirety of the project, service or work required by the contract, unless TDA agrees, in writing, to a change in the Key Person or Key Personnel.

65. Legal and Regulatory Actions. Respondent represents and warrants that it is not aware of and has received no notice of any court or governmental agency actions, proceedings or investigations, etc., pending or threatened against Respondent or any of the individuals or entities included in the Response within the five (5) calendar years immediately preceding the submission of the Response that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of the Response. If Respondent is unable to make the preceding representation and warranty, then Respondent instead represents and warrants that it has included as a detailed attachment in its Response a complete disclosure of any such court or governmental agency actions, proceedings, or investigations, etc. that would or could impair Respondent’s performance under the contract, relate to the solicited or similar goods or services, or otherwise be relevant to Agency’s consideration of the Response. In addition, Respondent represents and warrants that it shall notify Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update Agency shall constitute breach of contract and may result in immediate termination of the contract.

66. License Grant (Simple). Respondent hereby grants to Agency a non-exclusive, perpetual, irrevocable, worldwide, transferable, fully paid, royalty-free, right and license: (a) to reproduce, modify, distribute, store, publicly perform, publicly display, create derivative works of, and otherwise exploit the deliverables, in each case without any restrictions and without accounting to Respondent; and (b) to sublicense any or all such rights to third parties.

67. Limitation on Authority. Respondent shall have no authority to act for or on behalf of Agency or the State of Texas except as expressly provided for in the contract; no other authority, power or use is granted or implied. Contractor may not incur any debt, obligation, expense, or liability of any kind on behalf of Agency or the State of Texas.

68. Lobbying Prohibition. Respondent represents and warrants that Agency’s payments to Respondent and Respondent’s receipt of appropriated or other funds under the contract are not prohibited by Sections

556.005 or 556.0055 of the Texas Government Code.

69. Media Releases. Respondent shall not use Agency’s name, logo, or other likeness in any press release, marketing material, or other announcement without Agency’s prior written approval. Agency does not endorse any vendor, commodity, or service. Respondent is not authorized to make or participate in any media releases or public announcements pertaining to this procurement, the Response, or the services to which they relate without Agency’s prior written consent, and then only in accordance with explicit written instructions from Agency.

70. National Anthem Verification. If Respondent is a professional sports team as defined by Section

2004.002 of the Texas Occupations Code, Respondent will play the United States national anthem at the beginning of each team sporting event held at the Respondent’s home venue or other venue controlled by Respondent for the event. Failure to comply with this obligation constitutes a default of this contract, and immediately subjects Respondent to the penalties for default, such as repayment of money received or ineligibility for additional money. In addition, Respondent may be debarred from contracting with the State. TDA or the Office of the Texas Attorney General may strictly enforce this provision.

71. No Conflicts of Interest. Respondent represents and warrants that the provision of goods and services or other performance under the contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

72. No Felony Criminal Convictions. Respondent represents that neither Respondent nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Respondent has fully advised Agency in writing of the facts and circumstances surrounding the convictions.

73. No Implied Waiver. No provision of the contract shall constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Agency as an agency of the State of Texas or otherwise available to Agency. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses, remedies, or immunities detailed in the contract or otherwise available to Agency by law will not constitute a waiver of said privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

74. No Quantity Guarantees. Agency makes no express or implied warranty whatsoever that any minimum compensation or minimum quantity will be guaranteed under the contract.

75. No Third-Party Beneficiaries. The contract is made solely and specifically among and for the benefit of the parties named herein and their respective successors and assigns, and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the contract as a third-party beneficiary or otherwise.

76. Notices.

Delivery of Written Notices. Any notice required under a contract resulting from this Solicitation shall be in writing and shall be addressed to the receiving party at the address specified in the notice of award. The notice shall be deemed to have been given immediately if delivered in person or by electronic transmission. If notice is given through the United States Postal Service, notice shall be deemed to have been given five (5) days following the date the notice is deposited with the United States Postal Service, postage prepaid, for delivery by registered or certified mail with return receipt requested, addressed to the receiving party at the address specified in the notice of award or otherwise specified by Respondent in accordance with Section 13 (Change of Address) above.

77. Order of Precedence. In the event of a conflict or inconsistency among the various documents making up any contract resulting from this Solicitation, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: (a) the Contract, including a l l a ppendices, e xhibits or a ttachments t h e r e to; (b) the Solicitation, including attachments and addenda if any; and (c) Contractor’s Response, including Cost Proposal and Best and Final Offer, if any.

78. Payment Approval. No payment can be made for work provided before a Purchase Order is issued.

Payment is contingent upon receipt of all items required for proper invoices and payment, including:

a. W-9 – Contractor’s correctly completed W-9 form.

b. Texas Identification Number – Contractor’s State of Texas taxpayer identification number.

c. Delivery of the Goods; Completion of Services – Payment for goods or services described in any contract resulting from this Solicitation is contingent upon delivery and acceptance of the goods or satisfactory completion of the services. Acceptance or satisfaction will be determined by TDA, in its sole discretion. Unless otherwise stated, payment will be made upon submission of an invoice, properly prepared and certified, outlining expenditures and services by cost category. Invoices must include the contract number (if any) and purchase order number. The cost categories or services provided in the invoice must correspond with the cost categories or services detailed in the approved budget. The invoice must detail the activities, services or tasks completed during the billing period included in the invoice. Final payment is contingent upon satisfactory performance of all services or work required under the contract, or TDA’s acceptance of the goods made the subject of the contract.

d. Good Standing. In order for TDA to process payment under an invoice, Contractor must be in good standing with the Texas Comptroller of Public Accounts. Contractor may verify its account status at: https://mycpa.cpa.state.tx.us/coa.

e. Direct Deposit. The Texas Comptroller of Public Accounts encourages vendors to receive payment by direct deposit. To receive payments by direct deposit, contact the Agency to obtain the form applicable to Contractor.

79. Permits, Certifications, and Licenses. Respondent represents and warrants that it has determined what licenses, certifications and permits are required under the contract and has acquired all applicable licenses, certifications, and permits.

80. Preferences: Check below if preference is claimed under Texas Administrative Code, Title…