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    INVITATION FOR BIDS

    TEXAS DEPARTMENT OF AGRICULTUREForm #76-104 (Rev.0-5/10)

    ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID, ANYEXCEPTIONS THERETO MUST BE IN WRITING

    Date: June 29. 2010

    Page 1of 21

    Requisition number: 551-0-1335A DGG

    INVOICE ADDRESS:

    Texas Dept. of AgricultureAttn: Accounts PayableP.O. Box 12847Austin, Texas 78711

    QUOTE F.O.B. DESTINATION:

    (If different from above)

    Texas Department of AgricultureStephen F. Austin Building1700 North Congress, Room 1125EAustin, Texas 78701

    BID OPENING DATE/TIME: July 16, 2010, 2:00PM CST

    BIDDER MUST FILL IN ALL ITEMS

    VENDOR I.D. NUMBER: (Required)_____________________________________

    Name of firm:

    Street address:

    City, State, Zip code:

    To The Attention Of:

    IF NOT BIDDING, PLEASE DO NOT RETURN THIS FORM.

    IF BIDDING, BID MUST BE MANUALLY SIGNED.

    BIDDER AGREES TO COMPLY WITH ALL CONDITIONS SHOWN BELOW AND AS MADE PARTOF THIS FORM.

    THE LAWS OF THE STATE OF TEXAS MUST PREVAIL ON ALL BIDS.

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    BIDDER MUST SIGN BID MANUALLY OR BID WILL BE DISQUALIFIED

    Authorized signature, title and date:

    Sign

    Here

    Date:

    Check below if preference claimed under Rule 1 TAC 113.8

    (__)Goods produced or offered by a Texas bidder that is owned by a Texas resident service- disabledveteran(__)Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran(__)Agricultural products grown in Texas(__)Agricultural products offered by a Texas bidder(__)Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran(__)Services offered by a Texas bidder that is not owned by a Texas resident service disabled veteran

    (__)

    Texas Vegetation Native to the Region(__)USA produced supplies, materials or equipment(__)Products of persons with mental or physical disabilities(__)Products made of recycled, remanufactured, or environmentally sensitive materials including recycledsteel(__)Energy Efficient Products(__)Rubberized asphalt paving material(__)Recycled motor oil and lubricants(__)Products produced at facilities located on formerly contaminated property(__)Products and services from economically depressed or blighted areas(__)Vendors that meet or exceed air quality standards(__)Recycled or Reused Computer Equipment of Other Manufacturers(__)Foods of Higher Nutritional Value

    Class: 037 Item: 78

    ITEM NO: 1

    DESCRIPTION: The Texas Department of Agriculture advertises this bid for Promotional Items forOutreach Programs.

    QUANTITY: Provide a quote on quantities of 1,500, 2,500, 5,000, 7,500, 10,000, 25,000, 50,000, 100,000each Reference: Exhibit A

    The Texas Department of Agriculture reserves the right to either award whole or part of this bid.

    Delivery in ________ days; (To be completed by bidder)

    Cash discount ________%________ days (To be completed by bidder)

    By signing this bid, bidder certifies that if a Texas address is shown as the address of the bidder, bidderqualifies as a Texas Resident Bidder as defined in Rule 1 TAC 111.2.

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    SECTION 1 SPECIFIC CONTRACT REQUIREMENTS

    1.1 PURPOSE: The Texas Department of Agriculture (TDA) issues this Invitation for Bids (IFB) tosolicit a quote from qualified vendors to obtain promotional products as defined in this Invitation ForBids (IFB). This contract will have one awarded vendor.

    1.2 SPECIFICATIONS: This will be an Invitation For Bid from the Date of the Award through August31, 2010, with three (1) year options. This contract will cover production and delivery of promotionalitems with logo imprints to follow through on TDA Food and Nutrition Texans Bring It Campaign.TDA issues this bid for specific promotional items to include the Texans Bring It with specificadditional wording per each item.

    Promotional Stress Reliever Grapes with the text imprint Texans Bring It logo (1 color) andEating Right (1 color) and TDA/TND text. Made of polyurethane size of 2 inch high X 3 incheswide.

    Promotional Stress Reliever Dumbbell with the text imprint Texans Bring It logo (1 color)and Exercise (1 color) and TDA/TND text. Made of polyurethane size of 5 inch high X 1.8 inchin diameter.

    Promotional Stress Reliever Book with the text imprint Texans Bring It (1 color) logo andEducation (1 color) and TDA/TND text. Made of polyurethane.

    Bumper Stickers- 9 X 3 Standard. 4 color artwork to be provided.

    Stickers for each of the MyPyramid characters for a total of 16 characters on one sheet. Sheetshould be 8.5 x 11 and each sticker approximately 2 3

    2 round buttons of the individual MyPyramid characters (4 color) and of the Texans Bring Itlogo/artwork (4 color) for a total of 17 designs. Quantities reflect total of all designs together.

    Number 2 pencils with the MyPyramid characters (4 color) and the Texans Bring It logo.

    1.2.1 Invoicing:

    Invoices for services are to be submitted at the first of each month for the number of hours workedthe previous month.

    Each invoice must be clearly broken down with the amount of each item produced.

    Invoices should be submitted via fax to appropriate TDA Food and Nutrition staff person with thePurchase Order number shown on each invoice provided.

    1.2.2 Description of Services:

    Produce the requested items at the final agreed upon price for the length of contract.

    Ship items to designated location.

    Manage all aspects of artwork and design.

    Manage and guide approval process from concept to final production.

    Receive camera-ready artwork from TDA for any logos.

    Provide at least (3) samples of compatible specifications.

    Recommend best artwork options.

    Provide a quote on quantities: 1,500, 2,500, 5,000, 7,500, 10,000, 25,000, 50,000 and 100,000each.

    1.3 Location: Bidder must include with their Bid response the name and address of their company. The

    information must include the name of company, name of contact person, complete address, telephonenumber, facsimile number and e-mail address.

    1.4 ADDITIONAL SPECIFICATIONS: Below is a link that illustrates the idea of what TDA F&N

    is looking for:

    http://www.branders.com/product/promotional_items_Stress_Reliever_Grapes?prdid=73394

    1.5 References: Bidder must provide a list with contact names, phone numbers and addresses oftwo stateagencies, corporations or other entities other than TDA for which Bidder has provided the requested orsimilar product development during the past three (3) years.

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    http://www.branders.com/product/promotional_items_Stress_Reliever_Grapes?prdid=73394http://www.branders.com/product/promotional_items_Stress_Reliever_Grapes?prdid=73394
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    SECTION 2 EVALUATION, SELECTION & AWARD

    2.1 Discussion with bidders. The Texas Dept. of Agriculture (TDA) may conduct discussions with anybidder that appears to be eligible for award (Eligible Bidder) pursuant to the selection criteria setforth in this IFB. In conducting the discussions, TDA will not disclose information derived from bidssubmitted by competing bidders.

    2.2 Selection of Vendor. The vendor selected for award will be the bidder, whose bid, as presented inresponse to this IFB and as determined by TDA in accordance with the evaluation criteria set forth inparagraph 2.4, is the most advantageous to the State. All bidders acknowledge that TDA is notbound to accept the lowest-priced bid.

    2.3 Evaluation of Bids. TDA personnel will evaluate bids. Submission of a bid indicates the Biddersacceptance of the evaluation process set forth in this IFB and the Bidders acknowledgement thatsubjective judgements must be made by TDA in regard to the evaluation process.

    2.4 Criteria for Evaluation. Evaluation of bids and award to the selected bidder will be based on thefollowing factors, as weighted and listed below:

    FACTOR PERCENTAGE (%) WEIGHT

    2.4.1 PRICE 70 %

    2.4.2 SAMPLES 30%

    Award: Bids To Be Awarded In Whole Or In Part

    2.5 PO Term: The Initial Term of any PO resulting from this IFB shall be from Date of Award

    (DOA) through August 31, 2010. TDA may, in its sole discretion, exercise the option(s) to extendthe PO for three (3) additional one (1) year periods. To exercise the option to extend the term,TDA will notify Successful Respondent thirty (30) days prior to the expiration of the then currentperiod. Certain provisions, including, but not limited to, indemnification provisions, will survive thetermination or expiration of the PO.

    SECTION 3 GENERAL TERMS AND CONDITIONS

    3.1 Additional Indemnity Terms. Moreover, the Texas Department of Agriculture will request that theTexas Office of the Attorney General allow vendor to defend, at its expense, any action or proceedingbrought against the Texas Department of Agriculture based upon such a claim, including the payment ofall attorney's fees, expert witness fees and costs of suit incurred thereby. Vendor shall have the counselof its choice and agrees to cooperate with the Texas Office of the Attorney General in the defense of anysuch action or proceeding.

    3.2 Failure of Indemnification Provisions. If for any reason the vendor fails to cooperate with the TexasOffice of the Attorney General and/or the foregoing indemnification is insufficient to hold the customerharmless, then the vendor shall reimburse the Texas Department of Agriculture for all amounts paid orpayable by the Texas Department of Agriculture as a result of such claims, which shall include, for

    example, costs of the Texas Office of the Attorney General of defending against any claims because ofthe vendor's failure to provide the defense specified in Section 3.1, above. The reimbursement,indemnity and contribution obligations of the vendor under this section shall extend upon the sameterms and conditions to Texas Department of Agriculture employees, contractors, agents, successors,assigns, licensees and customers and shall be binding upon and inure to the benefit of any successors,assigns, heirs and personal representatives.

    3.3 Texas Department of Agriculture Duties. The vendor's obligations under Sections 3.1 and 3.2 above arelimited to the extent that the Texas Department of Agriculture (i) promptly notifies the vendor in writingof any claim, (ii) provides the vendor with all reasonable assistance for the defense or settlement of such

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    claims, except as it relates to the responsibilities of the Texas Office of the Attorney General, and (iii)cooperates with the Texas Office of the Attorney General in defense of such claim.

    3.4 Delays: The Texas Department of Agriculture shall be entitled to cancel this contract, obtain areplacement vendor and pursue all legal and equitable remedies against the defaulting vendor.

    3.5 Force Majeure: Except as otherwise provided, neither awarded vendor nor the Texas Department ofAgriculture shall be liable to the other for any delay in, or failure of performance, of any requirementcontained in this contract caused by force majeure. The existence of such causes of delay or failureshall extend the period of performance in the exercise of reasonable diligence until after the causes ofdelay or failure have been removed. Force majeure is defined as those causes generally recognizedunder Texas law as constituting impossible conditions. Each party must inform the other in writing,with proof of receipt, within three (3) business days of the existence of such force majeure, orotherwise waive this right as a defense.

    3.6 Assignment: Absent the express written consent of the Texas Department of Agriculture, the awardedvendor may not assign any right or duty under this contract.

    3.7 Severability Clause: In the event any term, provision, covenant or condition of this contract is laterdetermined to be invalid, void or unenforceable, then the remaining terms, provisions, covenants and

    conditions of this contract shall remain in full force and effect, and shall in no way be affected,impaired or invalidated.

    3.8 The Texas Department of Agriculture may reject any or all bids. The Texas Department of Agriculturemay award all, part or no bid. The states waiver of an immaterial deviation in the bid shall in no waymodify the IFB or excuse awarded vendor from full compliance with the terms and conditions asspecified in the IFB.

    3.9 The response to this IFB is a bid to contract with the Texas Department of Agriculture based upon theterms, conditions and specifications contained in the IFB. The IFB will be the controlling document;vendor is discouraged from attaching any additional terms, conditions or specifications.

    3.10This procurement will be administered by the Texas Department of Agriculture in accordance with the

    Texas Government Code, Title 10, Subtitle D, Chapters 2151 through 2176, and the rules andregulations of the commission. A copy of this Government Code and Rules may be obtained from theComptroller of Public Accounts (CPA).

    3.11This agreement shall be governed by and construed in accordance with the laws of the State of Texas.Venue for any action arising hereunder shall be in the state district courts of Travis County, Texas.The contract shall be binding upon any successor or permitted assignee. In the event of any default,dispute or nonpayment, the parties shall, in addition to and without limitation on the remedies providedunder the terms of this IFB, be liable for those damages commonly available to the prevailing partyunder Texas contract law.

    3.12The Texas Department of Agriculture can neither agree to hold the vendor harmless nor agree toindemnify the vendor, and any provisions to the contrary are void.

    3.13No vendor has received compensation for participation in the preparation of the specifications for thisbid. Each vendor certifies that no member of its staff or governing authority has participated in thedevelopment of specific criteria for award of this contract, nor will participate in the selection of thesuccessful vendor awarded this contract.

    Each vendor further certifies it has not retained or promised to retain any individual or utilized orpromised to utilize any individual that has participated in the development of specific criteria for theaward of this contract, nor will participate in the selection of the successful vendor.

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    3.14Conflict of Interest: Each vendor must disclose any existing or potential conflict of interest relative tothe performance of the requirements of the IFB. Examples of potential conflicts may include anexisting business or personal relationship between the vendor, its principal, or any affiliate orsubcontractor, with the Texas Department of Agriculture or any other entity or person involved in anyway in the project that is the subject of the IFB. Similarly, any personal or business relationshipbetween the vendor, the principals, or any affiliate or subcontractor, with any employee of the TexasDepartment of Agriculture or its suppliers must be disclosed. Any such relationship that might beperceived or represented as a conflict should be disclosed. Failure to disclose any such relationship orreveal personal relationships with Texas Department of Agriculture employees may be cause forcontract termination. The Texas Department of Agriculture will decide if an actual or perceivedconflict should result in disqualification of the Bid.

    Each vendor must reveal any past or existing relationship between the vendor, its employees, or anyaffiliate or subcontractor, with any state agency, entity, state employee or other person in any wayinvolved in this procurement. It shall be the sole prerogative of the Texas Department of Agricultureto determine if such relationship constitutes a conflict of interest.

    By submitting a Bid in response to the IFB, the vendor affirms that it has not given, nor intends togive, at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, specialdiscount, trip, favor or service to a public servant or any employee or representative of same, in

    connection with this procurement.

    3.15Media releases pertaining to this IFB and/or any resulting contract, or the services to which they relate,will not be made without the prior written consent of the Texas Department of Agriculture, and thenonly in accordance with the explicit written instructions of the Texas Department of Agriculture. Thedisclosure of the contents of proposals prior to the award of a contract under this IFB, or any otherviolation of this section, may result in disqualification of awarded vendor response.

    3.16Termination: Notwithstanding any other provision herein to the contrary, if awarded vendor fails tofully comply with any requirements of this bid, the Texas Department of Agricultures office shallhave the option to terminate its contract with awarded vendor for the lack of performance upon thirty(30) calendar days written notice to awarded vendor. The Texas Department of Agriculture may,however, terminate the contract immediately with written notice if, in the sole judgment of the Texas

    Department of Agriculture, and in good faith, the Texas Department of Agriculture believes that theintegrity of the State is in jeopardy, and it is in the best interest of the State to do so. If the TexasDepartment of Agricultures office exercises its option to terminate pursuant to the preceding sentence,the awarded vendor will be required to pay the increased prices for the remaining term of the contract.Failure to pay such damage assessments will cause the awarded vendor to be removed from the Statesbid lists.

    3.17Provision for Direct Deposit - The electronic funds transfer (EFT) provisions of Texas law wererevised by H.B. 2429, which is now in effect. Depending on eligibility under the law, certainpayments from the State may be directly deposited into the vendors bank account or may be made bywarrant. Vendors who may be eligible for direct deposit and who wish to be paid by direct deposit,must complete the form titled Vendor Direct Deposit Authorization and return it as soon as possibleto: Comptroller of Public Accounts, Attention: Budget and Internal Accounting Division, Accounts

    Payable Section, LBJ State Office Building, 111 E. 17

    th

    Street, Austin, Texas 78774.

    The Comptrollers office will become the custodial agency and in that capacity, the internalAccounts Payable Section will be responsible for initial direct deposit set up and any future changes toyour direct deposit information. Consequently, it will not be necessary to register with each stateagency for this purpose. Direct deposit payments will begin after the vendors financial institutionprocesses and accepts a test transaction that will be sent by the Comptrollers office to the vendorsbank.

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    The Claims Division of the Comptroller of Public Accounts oversees the statewide direct depositprogram. For questions regarding the statewide process, contact the Claims Payment ProcessingSection, 1-800-531-5441, ext. 5-0965 or (512) 475-0965, or send an email message to:.

    3.18 Contractor understands that acceptance of funds under this contract acts as acceptance of the authorityof the State Auditors Office, or any successor agency, to conduct an audit or investigation inconnection with those funds. Contractor further agrees to cooperate fully with the State AuditorsOffice or its successor in the conduct of the audit or investigation, including providing all recordsrequested. Contractor will ensure that this clause concerning the authority to audit funds receivedindirectly by subcontractors through Contractor and the requirement to cooperate is included in anysubcontract awards.

    3.19 The Texas Department of Agriculture is the only entity authorized to issue news releases relating tothis contract and relating to performance hereunder by Vendor.

    SECTION 4 GENERAL INFORMATION

    4.1 Purchasing Contact: The individual listed below may be contacted for clarification of the specifications

    only. No authority is intended or implied that specifications may be amended or alternatives acceptedprior to contract award without prior written approval of the Texas Department of Agriculture.

    NAME: Darryl Gaona, CTPMPHONE NUMBER: 512-463-7499FAX NUMBER: 800-509-1190E-MAIL ADDRESS: [email protected]

    4.2 Vendor Contact: The vendor must indicate the name, phone number and fax number of the person whowill be the contact person for the term of the contract.

    NAME:

    PHONE NUMBER:

    FAX NUMBER:

    SECTION 5 SUBMISSION OF BID

    5.1 Bids must be returned to the Purchasing Section of the Texas Department of Agricultures Officebefore the closing time listed on this IFB. Faxed bids will be accepted, but must be received beforethe closing time listed. Any part of the bid received after the closing time may not be accepted. FAXNUMBER: 800-509-1190. Samples must be mailed into the office.

    5.2 Hand-Delivered bids or Mailed responses are to be delivered to the following address:Texas Department of AgricultureIFB Number: 551-0-1335ADGG1700 North Congress, Room 1125EStephen F. Austin BuildingAustin, Texas 78701

    NOTE: Contractors are to submit one (1) original and one (1) copy of the bid, each with an ink signaturewhere indicated.

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    NOTE: Please note bid number on all parcel delivered bids, on outside of delivery package.

    5.3 The Texas Department of Agriculture will not knowingly purchase any goods or services from avendor, facility, service provider, contractor, etc., that does not comply with the Americans WithDisabilities Act.

    5.4 Required Information: Awarded vendors are required to include the following documents with theirresponse. These attachments and addendums are incorporated into the IFB for all purposes. The IFBwith these attachments and addenda are the controlling documents.

    1. Signed Invitation for Bids (IFB)2. Exhibit A: Price Sheet3. Attachment A: Texas Family Code4. Attachment B: Criminal Conviction Certification

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    EXHIBIT A

    Initial Year Term: DOA through 8/31/2011.

    Item Amount Description Rate

    Grape Stress Balls 1,500 Polyurethane 2"h X 3"w2,500 Polyurethane 2"h X 3"w5,000 Polyurethane 2"h X 3"w7,500 Polyurethane 2"h X 3"w

    10,000 Polyurethane 2"h X 3"w25,000 Polyurethane 2"h X 3"w50,000 Polyurethane 2"h X 3"w

    100,000 Polyurethane 2"h X 3"wDumbbell Stress Balls 1,500 Polyurethane 5"h X 1.8"d

    2,500 Polyurethane 5"h X 1.8"d5,000 Polyurethane 5"h X 1.8"d7,500 Polyurethane 5"h X 1.8"d

    10,000 Polyurethane 5"h X 1.8"d25,000 Polyurethane 5"h X 1.8"d50,000 Polyurethane 5"h X 1.8"d

    100,000 Polyurethane 5"h X 1.8"dBook Stress Balls 1,500 Polyurethane 2.8"h X 2.1"w

    2,500 Polyurethane 2.8"h X 2.1"w5,000 Polyurethane 2.8"h X 2.1"w7,500 Polyurethane 2.8"h X 2.1"w

    10,000 Polyurethane 2.8"h X 2.1"w25,000 Polyurethane 2.8"h X 2.1"w50,000 Polyurethane 2.8"h X 2.1"w

    100,000 Polyurethane 2.8"h X 2.1"wStandard Bumper Stickers 1,500 9" X 3"

    2,500 9" X 3"5,000 9" X 3"7,500 9" X 3"

    10,000 9" X 3"25,000 9" X 3"50,000 9" X 3"

    100,000 9" X 3"MyPyramid Character Stickers 1,500 8.5 x 11 Sheets

    2,500 8.5 x 11 Sheets5,000 8.5 x 11 Sheets7,500 8.5 x 11 Sheets

    10,000 8.5 x 11 Sheets25,000 8.5 x 11 Sheets50,000 8.5 x 11 Sheets

    100,000 8.5 x 11 SheetsButtons of Bring it logo & 16 characters 1,500 2 1/2 inches round

    2,500 2 1/2 inches round5,000 2 1/2 inches round7,500 2 1/2 inches round

    10,000 2 1/2 inches round25,000 2 1/2 inches round50,000 2 1/2 inches round

    100,000 2 1/2 inches roundTexans Bring It' #2 Pencils 1,500

    2,5005,0007,500

    10,00025,00050,000

    100,000

    NOTE: THIS FORM MUST BE COMPLETED AND RETURNED WITH BIDNo Changes/Additions To Form

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    ATTACHMENT ATEXAS FAMILY CODE CERTIFICATION

    If a vendor is on the Comptrollers Centralized Master Bidders List, the vendor must certify as set forthbelow by signing and dating this form in the blanks provided. All other vendors must supply all theinformation required on this form. In either case, the properly completed form must be included as part ofthe vendors bid for this procurement.Under Section 231.006, Family Code, the vendor or awarded vendor certifies that the individual or businessentity named in this contract, bid is not ineligible to receive the specified grant, loan, or payment andacknowledges that this contract may be terminated and payment may be withheld if this certification isinaccurate.

    To comply with Section 231.006, this form must be signed by the person who is authorized to sign andsubmit a bid on behalf of a business entity that is subject to Section 231.006, and thereby binds the vendor.This form must be returned with the bid.

    __________________________________________ ___________________________________Signature of Authorized Personnel Date Signed

    __________________________________________ ___________________________________Printed Name of Authorized Personnel Title of Authorized Personnel

    If the vendor making this bid is NOT on the Comptrollers Centralized Master Bidders List, the followinginformation must be completed before the vendors bid will be considered.

    Please Circle Business type: Sole proprietorship partnership corporation other (explain)

    Name and Social Security Number of the individual or sole proprietor and/or each partner, shareholder, orowner with an ownership interest of at least twenty-five percent (25%) of the business entity submitting the

    bid:

    ________________________________________ ___________________________________ Name Social Security Number

    ________________________________________ ___________________________________ Name Social Security Number

    ________________________________________ ___________________________________ Name Social Security Number

    ________________________________________ ___________________________________ Name Social Security Number

    NOTE: THIS FORM MUST BE RETURNED WITH BID

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    ATTACHMENT BCRIMINAL CONVICTION CERTIFICATION

    This Criminal Conviction Certification Form will become a part of the contract.

    To help ensure the qualifications of the individual employees you propose in the performance of thiscontract, the vendor must certify that if selected as the awarded vendor, the vendor shall satisfy thefollowing condition:

    Vendor must take appropriate steps to become informed as to each of its proposed employees criminalconvictions, if any, and shall inform the Texas Department of Agriculture Contract Administrator of anysuch criminal convictions prior to approval by the Texas Department of Agricultures ContractAdministrator. Falsification of the facts relating to criminal convictions or any other information furnishedby the vendor to the Texas Department of Agriculture will be grounds for contract termination, or for anyother remedies available to the Texas Department of Agriculture under the contract, at law, or in equity.

    Please have an authorized company representative sign this letter in the blank provided below, and returnthe signed form along with the other required paperwork.

    To aid in confirming the qualifications of those employees of your company who will be assigned to the

    Texas Department of Agricultures Office, by signing this form and checking the appropriate space, vendorstates that all assigned employees have no criminal convictions. If one or more individuals have criminalconvictions, describe the nature and timing of each conviction in a separate letter.

    If the Texas Department of Agriculture becomes aware that the completed certification form is false, or ifthe vendor fails to promptly advise the Texas Department of Agriculture of a criminal conviction occurringafter the certification becomes effective, the Texas Department of Agriculture shall have the option toterminate this contract without further obligation to the vendor.

    Vendor certifies that all assigned employees have no criminal convictions. Vendor will notify TexasDepartment of Agricultures Contract Administrator if any future proposed employee has any criminalconviction or if any information for any assigned employee has changed.

    Vendor certifies the following information describes the nature and timing of each conviction for eachemployee listed. Vendor will promptly notify Texas Department of Agricultures Contract Administrator ofany changes or updates to the information provided.(Please attach a separate letter explaining these convictions.)

    __________________________________________ ___________________________________Signature of Authorized Representative Date Signed

    __________________________________________ ___________________________________Printed Name of Authorized Personnel Title of Authorized Personnel

    NOTE: THIS FORM MUST BE RETURNED WITH BID.

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    INVITATION FOR BIDSTEXAS DEPARTMENT OF AGRICULTURE

    ADDITIONAL TERMS AND CONDITIONS

    ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID. ANYEXCEPTIONS THERETO MUST BE IN WRITING.

    1. Bidding Requirements:

    1.1 Our system requires pricing per unit shown and extensions. If a trade discount is shown on bid, itshould be deducted and net line extensions shown. Bidder guarantees product offered will meet or exceedspecifications identified in this Invitation For Bid (IFB).

    1.2 Bids should be submitted on this form. Each bid should be placed in a separate envelope completelyand properly identified. See instructions above. Bids must be time stamped at the Texas Department ofAgriculture (TDA) before the hour and date specified for the bid opening. Late bids properly identifiedwill be returned to bidder unopened.

    1.3 When sending bids via the U.S. Postal Service, use the P.O. address on the front of this IFB. When

    using a delivery service, which requires a street address, please use the street address. Note that the ZIPcodes are different.

    1.4 Late bids will not be considered under any circumstances.

    1.5 Quote F.O.B. destination. If otherwise, show exact cost to deliver. Bid unit price on quantity and unitof measure specified - extend and show total. In case of errors in extension, unit prices shall govern. Bidssubject to unlimited price increase will not be considered.

    1.6 Bid prices are requested to be firm for TDA acceptance for 30 days from bid opening date. Discountfrom list bids are not acceptable unless requested. Cash discount will not be considered in determining thelow bid. All cash discounts offered will be taken if earned.

    1.7 Bids should give Vendor ID Number, full firm name and address of bidder (enter in the space providedabove Vendor Name near top of this form, if not shown). Failure to manually sign bid will disqualify it.Person signing bid should show title or authority to bind his firm in a contract. Firm name should appearon each page of a bid, in the block provided in the upper right hand corner. The Vendor ID Number is thetaxpayer number assigned and used by the Comptroller. Enter this number in the space provided aboveVendor Name near top of this form, if it is not printed. If this number is not known, complete thefollowing: 1. Enter your Federal Employers Identification Number. 2. Sole owner should also enterSocial Security Number.

    1.8 Bids cannot be altered or amended after opening time. Any alterations made before bidder or hisauthorized agent should initial opening time. No bid can be withdrawn after opening time without approvalby TDA based on a written acceptable reason.

    1.9 Purchases made for State use are exempt from the State Sales tax and Federal Excise tax. Do notinclude tax in bid. Excise Tax Exemption Certificate will be furnished by TDA on request.

    1.10 The State reserves the right to accept or reject all or any part of any bid, waive minor technicalitiesand award the bid to best serves the interest of the State.

    1.11 Consistent and continued tie bidding could cause rejection of bids by TDA and/or investigation forantitrust violations.

    1.12 Facsimile bids may be submitted in accordance with Rule 1 TAC 113.5 (a)(5).

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    1.13 CAUTION: Bid invitations allow sufficient time for receipt of the preferred mail response. The Stateoffers facsimile service as a convenience only. The State shall not be responsible for bids being receivedlate, illegible, incomplete, or otherwise non-responsive due to failure of electronic equipment or operatorerror.

    2. Specifications:

    2.1 Any catalog, brand name or manufacturers reference used in the IFB is descriptive only (notrestrictive), and is used to indicate type and quality desired. Bids on brands of like nature and quality willbe considered unless advertised under Sec. 2155.067, Government Code. If bidding on other than referencespecifications, bid should show manufacturer, brand or trade name, and other description of productoffered. If other than brand(s) specified is offered, illustrations and complete description of product offeredare requested to be made part of the bid. If bidder takes no exception to specifications or reference data inhis bids, he will be required to furnish brand names, numbers, etc., as specified in the IFB.

    2.2 All items bid shall be new, in first class condition, including containers suitable for shipment andstorage, unless otherwise indicated in IFB. Oral agreements to the contrary will not be recognized.

    2.3 Samples, when requested, must be furnished free of expense to the State. If not destroyed in

    examination, they will be returned to the bidder, on request, at bidders expense. Each sample should bemarked with bidders name and address, State requisition number. Do not enclose in or attach bid tosample. SAMPLES WILL NOT BE ACCEPTED VIA FAX MACHINE FOR THIS INVITATION FORBID

    2.4 The State will not be bound by any oral statement or representation contrary to the writtenspecifications of this IFB.

    2.5 All electrical items must meet all applicable OSHA standards and regulations, and bear the appropriatelisting from UL, FMRC or NEMA.

    2.6 Manufacturers standard warranty shall apply unless otherwise stated in the IFB.

    3. Tie Bids - In case of tie bids, the award will be made in accordance with Rule 1 TAC Section 113.6(b)(3) and 113.8 (preferences).

    4. Delivery:

    4.1 Bid should show number of days required to place material in receiving agencys designated locationunder normal conditions. Failure to state delivery time obligates bidder to complete delivery in 14 calendardays. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure tomeet delivery promises without valid reason may cause removal from bid list. (See 4.2 following.)

    4.2 If delay is foreseen, contractor shall give written notice to TDA. TDA has the right to extend deliverydate if reasons appear valid. Contractor must keep TDA advised at all times of status of order. Default inpromised delivery (without accepted reasons) or failure to meet specifications authorizes TDA to purchase

    supplies elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.

    4.3 No substitutions or cancellations permitted without written approval of TDA.

    4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery hasbeen obtained from TDA.

    5. Testing Products for Specification Compliance. -Authorized TDA personnel shall have access to anysuppliers place of business for the purpose of inspecting merchandise. Tests shall be performed on

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    samples submitted with the bid or on samples taken from regular shipment. In the event products tested failto meet or exceed all conditions and requirements of the specification, the cost of the sample used and thecost of the testing shall be borne by the supplier.

    6. Award of the Contract - A response to an IFB is an offer to contract with the State based upon theterms, conditions and specifications contained in the IFB. Bids do not become contracts unless and untilthey are accepted by TDA through issuance of a purchase order. The contract shall be governed, construedand interpreted under the laws of the State of Texas.

    7. Payment - Vendor shall submit two copies of an itemized invoice showing purchase order number on allcopies. The Agency will incur no penalty for late payment if payment is made in 30 or fewer days fromreceipt of goods or services and an uncontested invoice.

    8. Patents OR Copyrights - The contractor agrees to protect the State from claims involving infringementof patents or copyrights.

    9. Vendor Assignments - Vendor Hereby assigns to purchaser any and all claims for overchargesassociated with this contract which arise under the antitrust laws of the United States 15 U.S.C.A. Section1, et seq. (1973), and which arise under the antitrust laws of the State of Texas, Tex. Bus & Comm. CodeAnn. Sec. 15.01, et seq (1967). Inquiries pertaining to bid invitations must give requisition number, codes,

    and opening date.

    10.Bidder Affirmation: - Signing this bid with a false statement is a material breach of contract and shallvoid the submitted bid or any resulting contracts, and the bidder shall be removed from all bid lists. Bysignature hereon affixed, the bidder hereby certifies that:

    10.1The bidder has not given, offered to give, nor intends to give at anytime hereafter any economicopportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a publicservant in connection with the submitted bid.

    10.2 Neither the bidder nor the firm, corporation, partnership, or institution represented by the bidder, oranyone acting for such a firm, corporation or institution has violated the antitrust laws of this State or theFederal Antitrust Laws nor communicated directly or indirectly the bid made to any competitor or any

    other person engaged in such line of business.

    10.3 The bidder has not received compensation for the participation in the preparation of the specificationsfor this IFB.

    10.4 The bidder is in compliance with Section 231.006 (d), of the Family Code (relating to child support),and the bidder certifies that the individual or business entity named in this bid (offer or proposal) is notineligible to receive the specified contract due to a violation of that Section, and acknowledges that thiscontract may be terminated and/or payment may be withheld if this certification is inaccurate.

    10.5The bidder is in compliance with Section 2155.004 of the Texas Government Code (relating to thecollection of state and local sales and use taxes) the bidder certifies that the individual or business entitynamed in this bid is not ineligible to receive the specified contract due to a violation of that section, and

    acknowledges that this contract may be terminated and/or payment withheld if this certification isinaccurate.

    10.6 Bidder agrees that any payments due under this IFB will be applied towards any debt, including butnot limited to delinquent taxes and child support that is owed to the State of Texas.

    10.7 Bidder certifies that they are in compliance with section 618.003 of the Government Code, relating tocontracting with the executive head of a state agency. If section 618.003, applies, bidder will complete thefollowing information in order for the bid to be evaluated:

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    Name of Former Executive: _______________________________________________

    Name of State Agency: ___________________________________________________

    Date of separation from State Agency: _______________________________________

    Position with bidder: _____________________________________________________

    Date of Employment with Bidder: __________________________________________

    10.8 Bidder agrees to comply with Government Code 2155.4441, pertaining to service contract use ofproducts produced in the State of Texas.

    11 Family Code Requirements. Pursuant to Section 231.006 (c) of the Family Code, bid must includenames and Social Security Numbers of each person with at least 25% ownership of the business entitysubmitting the bid. Bidders that have pre-registered this information on the TBPC Centralized MasterBidders List have satisfied this requirement. If not pre-registered, attach name and social security numbersfor each person. Otherwise, this information must be provided prior to contract award.(See Attachment A)

    12 Note to Bidder - Any terms and conditions attached to a bid will not be considered, unless specificallyreferred to on this bid form and may result in disqualification of the bid.

    13. Dispute Resolution - The dispute resolution process provided for in Chapter 2260 of the TexasGovernment Code, must be used by all state agencies and a successful bidder to attempt to resolve alldisputes arising under this IFB.

    All of the following terms and conditions are hereby made part of this contract with the Texas Departmentof Agriculture (TDA) by reference. Submitting a bid or signing a Purchase Order with a false statement is amaterial breach of contract and shall void the submitted bid or Purchase Order or any resulting contracts,and the Vendor shall be removed from all bid lists.

    Contracts awarded by TDA shall be governed by and construed in accordance with the laws of the State ofTexas. The federal or state courts of the United State located in Texas shall have jurisdiction to hear anydispute under potential contracts and serviced may be made upon TDA by first class mail to its address asset forth herein.

    14. Sales and Use Tax. TDA, as an agency of the State of Texas, qualifies for exemption from State andLocal Sales and Use Taxes pursuant to the provisions of the Texas Limited Sales, Excise, and Use Tax Act.The Vendor may be able to claim exemption from payment of applicable State taxes by complying withsuch procedures as may be prescribed by the State Comptroller of Public Accounts. Excise Tax ExemptionCertificates are available upon request.

    15. Observance of TDA Rules and Regulations. Vendor agrees that at all times its employees willobserve and comply with all regulations when accessing the TDA facilities, including, but not limited to,

    parking and security regulations.

    16. Non-Appropriation of Funds. The State funds are contingent on the availability of lawful appropriatesby the Texas Legislature. If the Texas Legislature fails to continue funding for the payments due under anorder referencing this contract; the order will terminate as of the date that the funding expires, and the Statewill have no further obligation to make any payments.

    17. Public Information Act. Information, documentation, and other material in connection with this bid orcontract may be subject to public disclosure pursuant to Chapter 552 of the TAC (the Public Information

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    Act). Any part of a submitted bid that is of a confidential or proprietary nature must be clearly andprominently marked on each page as such by the Vendor.

    18.Antitrust. Vendor represents that neither the Vendor nor the company, corporation, partnership, orinstitution represented by the Vendor, or anyone acting for such firm, corporation, or institution hasviolated the antitrust laws of this State or the Federal Antitrust Laws, nor communicated directly orindirectly the proposal to any other person engaged in such line of business.

    19. Specifications. Unless otherwise specified, items shall be new and unused and of current production. all electrical items must meet all applicable OSHA standards and regulations, and bear the appropriatelisting from UL, FMRC or NEMA. The State will not be bound by any oral statement or representation contrary to the written specifications. Manufacturers standard warranty shall apply unless otherwise stated. Catalogs, brand names or manufacturers references are descriptive only, and indicate type and qualitydesired. Bids on brands of like nature and quality will be considered unless advertised under TAC, Title 10,Subtitle 10, and Section 2155.067. If bidding on other than references, bid should show manufacturer,brand, or trade name, and other description of product offered. If other than brand(s) specified is offered,illustrations and complete description of product offered are requested to be made part of the bid. Failure totake exception to specifications or reference data will require Vendor to furnish specified brand names,

    numbers, etc. Samples, when requested, must be furnished free of expense to the State. If not destroyed in examination,they will be returned to the Vendor, on request, at Vendors expense. Each sample should be marked withVendors name and address, and requisition number. Do not enclose in or attach bid to a sample.

    20. Contract Fulfillment. If federal or state laws or regulations or other federal or state requirements areamended and judicially interpreted so that either party cannot reasonably fulfill this contract, and if theparties cannot agree to an amendment that would enable substantial continuation of the contract, the partiesshall be discharged from any further obligations under this contract.

    21. Inspection and Tests. All goods will be subject to inspection and test by the State. Authorized TDApersonnel shall have access to suppliers place of business for the purpose of inspecting merchandise. Testsshall be performed on samples submitted with the bid or on samples taken from regular shipments. All

    costs shall be borne by the vendor in the event products tested fail to meet or exceed all conditions andrequirements of the specification. Goods delivered and rejected in whole or in part may, at the Statesoption, be returned to the vendor or held for disposition at vendors expense. Latent defects may result inrevocation of award.

    22. Payment. The State will incur no penalty for late payment if payment is made in 30 or fewer days fromreceipt of goods or services and an uncontested invoice. Any payments later than 30 days from uncontestedinvoice will start to accrue interest.

    23. Dispute Resolution. Unless an applicable state statute or applicable federal law establishes anotherprocedure for the resolution of disputes, the dispute resolution process provided for in Chapter 2260, TexasGovernment Code, shall be used, s further described herein, by TDA and the Vendor to attempt to resolveall disputes arising under this contract. Vendor claims for breach of this contract that the parties cannot

    resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter2260, subchapter B, of the Texas Government Code. To initiate the process, Vendor shall submit writtennotice, as required by subchapter B, to the Chief Financial Officer or the designate. Said notice shallspecifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the noticeshall also be given to all other representatives of Vendor and the TDA otherwise entitled to notice under theparties' contract compliance by Vendor with subchapter B is a condition precedent to the filing of acontested case proceeding under Chapter 2260, subchapter C, of the Texas Government Code. Thecontested case process provided in Chapter 2260, subchapter C, of the Texas Government Code is Vendor'ssole and exclusive process for seeking a remedy for any and all alleged breaches of contract by TDA if theparties are unable to resolve their disputes under this Section. Compliance with the contested case process

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    provided in subchapter C is a condition precedent to seeking consent to sue from the Legislature underChapter 107 of the Civil Practices and Remedies Code. Neither the execution of this contract by TDA norany other conduct of any representative of TDA relating to this contract shall be considered a waiver ofsovereign immunity to suit. The submission, processing and resolution of Vendor's claim is governed bythe published rules adopted by the Office of the Attorney General pursuant to Chapter 2260, as currentlyeffective, hereafter enacted or subsequently amended. These rules are found in the Texas AdministrativeCode. Neither the occurrence of an event nor the dependency of a claim constitutes grounds for thesuspension of performance by the Vendor, in whole or in part.

    24. Gifts. The Vendor has not given, offered to give, nor intends to give at any time hereafter any economicopportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a publicservant in connection with the submitted bid or contract.

    25. Compensation. Pursuant to Section 2155.004, TAC, the Vendor has not received compensation forparticipation in the preparation of the specifications for this bid or contract.

    26. Certification Regarding Non-Payment of Child Support. Pursuant to Section 231.006 (d), FamilyCode, and re: Child Support, the Vendor certifies that the individual or business entity named in this bid isnot ineligible to receive the specified payment and acknowledges that this contract may be terminated andpayment may be withheld if this certification is inaccurate.

    27. Ineligibility. Under Section 2155.004, Government Code, the vendor certifies that the individual orbusiness entity named in this bid or contract is not ineligible to receive the specified contract andacknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

    28. Debt. Vendor agrees that any payments due under this contract will be applied towards any debt,including but not limited to delinquent taxes and child support that is owed to the State of Texas.

    29. Executive Head of a State Agency. Vendor certifies that they are in compliance with Section 669.003of TAC, relating to contracting with executive head of a State agency. If section 669.003 applies, Vendorwill complete the following information: will require Vendor to furnish specified brand names, numbers,etc. Samples, when requested, must be furnished free of expense to the State. If not destroyed in examination,

    they will beReturned to the Vendor, on request, at Vendors expense. Each sample should be marked with Vendorsname andAddress, and requisition number. Do not enclose in or attach bid to a sample.

    30. State Auditors Clause. Vendor understands that acceptance of funds under this contract acts asacceptance of the authority of the State Auditors Office, or any successor agency, to conduct an audit orinvestigation in connection with those funds. Vendor further agrees to cooperate fully with the StateAuditors Office or its successor in the conduct of the audit or investigation, including providing all recordsrequested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly bysubcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards.

    31. Excluded Parties List System. The TDA is federally mandated to adhere to the directions provided in

    the President's Executive Order (EO) 13224, Executive Order on Terrorist Financing - Blocking Propertyand Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism,effective 9/24/2001 and any subsequent changes made to it via cross-referencing respondents/vendors withthe Federal General Services Administrations Excluded Parties List System (EPLS, http://www.epls.gov),which is inclusive of the United States Treasury Office of Foreign Assets Control (OFAC) SpeciallyDesignated National (SDN) list. Contents of EO 13224 may be viewed by accessing the following website:http://www.whitehouse.gov/news/orders/.

    32. Patents and Copyrights. The Vendor agrees to protect the State of Texas from claims involvinginfringement of patents or copyrights.

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    33. Default. In the event that the Vendor fails to carry out or comply with any of the terms and conditionsof the agreement with TDA, TDA may notify the Vendor of such failure or default in writing and demandthat the failure or default be remedied within ten (10) days. In the event that the Vendor fails to remedysuch failure or default within the ten (10) day period, TDA shall have the right to cancel the agreementupon thirty (30) days written notice or immediately.

    34. Cancellation. The cancellation of the agreement, under any circumstances whatsoever, shall not effector relieve Vendor from any obligation or liability that may have been incurred or will be incurred pursuantto this agreement, and such cancellation by TDA shall not limit any other right or remedy available to theTDA at law or in equity.

    35. Agreement Amendments. No modification or amendment to the agreement shall become valid unlessin writing and signed by both parties. All correspondence regarding modifications or amendments to theagreement must be forwarded to the TDA Purchasing Department for prior review and approval. Only thecontract administrator within the Purchasing Department or his/her designee will be authorized to signchanges or amendments.

    36. Independent Vendor Status. Vendor agrees that Vendor and Vendor's employees and agents have noemployer-employee relationship with TDA. TDA shall not be responsible for the Federal Insurance

    Contribution Act (FICA) payments, federal or state unemployment taxes, income tax withholding, WorkersCompensation insurance payments, or any other insurance payments, nor will TDA furnish any medical orretirement benefits, any paid vacation or sick leave.

    37. Publicity. Vendor agrees that it shall not publicize this agreement or disclose, confirm or deny anydetails thereof to third parties or use any photographs or video recordings of TDA 's name in connectionwith any sales promotion or publicity event without the prior express written approval of TDA.

    38. No Waiver. Nothing in this agreement shall be construed as a waiver of the states sovereign immunity.This agreement 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 theenforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texasunder this agreement or under applicable law shall not constitute a waiver of such privileges, rights,

    defenses, remedies, or immunities or be considered as a basis for estoppels. TDA does not waive anyprivileges, rights defenses, or immunities available to TDA by entering into this agreement or by itsconduct prior to or subsequent to entering into this agreement.

    39. Property Rights. For purposes of this contract, the term "work" is defined as all reports, work papers,work products, materials, approaches, designs, specifications, systems, documentation, methodologies,concepts, intellectual property or other property developed, produced or generated in connection with theservices provided under the contract. The TDA and Vendor intend this contract to be a contract forservices, and each considers the work and any and all documentation or other products and results of theservices to be rendered by Vendor to be a work made for hire. By execution of a contract for these services,Vendor acknowledges and agrees that the work (and all rights therein) belongs to and shall be the sole andexclusive property of the TDA. If, for any reason, the work would not be considered a work-for-hire underapplicable law, Vendor does hereby sell, assign, and transfer to the TDA, its successors and assigns, the

    entire right, title and interest in and to the copyright of the work and any registrations and copyrightapplications relating thereto, and any renewals and extensions thereof, and in and to all works based upon,derived from, or incorporating the work, and in and to all income, royalties, damages, claims and paymentsnow or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or inequity for past, present, or future infringement based on the copyrights, and in and all to rightscorresponding to the foregoing. Vendor agrees to execute all papers and to perform such other propertyrights, as the TDA may deem necessary to secure for TDA or its designee the rights herein assigned.Copyrightable material made by the Vendor for TDA shall be considered work-made-for-hire for TDAwithin the meaning of the copyright laws. Vendor shall assign all rights, title and interest in suchcopyrightable materials to TDA. Should this work product prove to be patentable, Vendor will assign all

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    patent rights to TDA upon request. TDA shall have the right, at its discretion, to keep such work product asa trade secret.

    40. Acceptance of Products and Services. All products furnished and all services performed under thisagreement shall be to the satisfaction of TDA and in accordance with the specifications, terms, andconditions of this contract. TDA reserves the right to inspect the products furnished or the servicesperformed, and to determine the quality, acceptability, and fitness of such products or services.

    41. Deceptive Trade Practices Act (DTPA). Vendor represents and warrants that it has not been thesubject of a Deceptive Trade Practices Act or any unfair business practice administrative hearing or courtsuit, and that Vendor has not been found to be guilty of such practices in such proceedings. Vendor certifiesthat it has no officers who have served as officers of other entities who have been the subject of aDeceptive Trade Practices Act or any unfair business administrative hearing or court suit, and that suchofficers have not been found to be guilty of such practices in such proceedings.

    42. Immigration. Vendor represents and warrants that it will comply with the requirements of theImmigration Reform and Control Act of 1986 regarding employment verification and retention ofverification forms for any individuals hired on or after November 6, 1986, who will perform any labor orservices under this Contract.

    43. Criminal Conviction Certification. The Vendor certifies that neither Vendor or any of its employees,agents, or Representatives, including any subcontractors and employees, agents, or representatives of suchsubcontractors, to be assigned to the project hereunder, has been convicted of a felony criminal offense, orthat if such a conviction has occurred or occurs during the term of this contract, the Vendor willimmediately fully advise TDA as to the facts and Circumstances.

    44. Subcontracting. The Vendor shall conduct the performances provided by this contract substantiallywith its own resources and through the services of its own staff. In the event the Vendor should determinethat it is necessary or expedient to subcontract for any of the performances specified herein, the Vendorshall subcontract for such performances only after the Vendor has transmitted to TDA a true copy of thesubcontract the Vendor proposes to execute with a subcontractor and has obtained TDA 's written approvalfor subcontracting the subject performance in advance of executing a subcontract. The Vendor, insubcontracting for any products or performances specified herein, expressly understands and acknowledges

    that in entering into such subcontracting(s), TDA is in no manner liable to any subcontractor(s) of theVendor. In no event shall this provision relieve the Vendor of the responsibility for ensuring that thefinished products and/or services rendered under all subcontracts are rendered so as to comply with allterms of this contract.

    45. Accessibility. TDA is required to follow TAC Chapter 206, Accessibility and Usability of State WebSites, TAC Chapter 213, and the Federal Section 508, Accessibility Standards.

    46. Ethics. Any individual who interacts with public purchasers in any capacity is required to adhere to theguidelines established in the Texas Administrative Code, Rule 111.4. The Rule outlines the ethicalstandards required of public purchaser, employees, and vendors who interact with public purchasers in theconduct of state business. Specifically, a TDA employee may not have an interest in, or in any matter beconnected with a contract or bid for a purchase of goods or services by an agency of the state; or in any

    manner, including by rebate or gift, accept or receive from a person to whom a contract may be awarded,directly or indirectly, anything of value or a promise, obligation, or contract for future reward orcompensation. Entities who are interested in seeking business opportunities with the state must be mindfulof these restrictions when interacting with public purchasers of TDA or purchasers of other state agencies.

    47. Convictions in connection with Hurricane Katrina, Hurricane Rita, and subsequent disasters. Per SenateBill 608, 80th Legislative Session, TDA will not accept bids, nor award contracts to persons convicted ofviolating a federal law in connection with a contract awarded by the federal government for relief,recovery, or reconstruction efforts as a result of Hurricane Katrina, Hurricane Rita, and subsequentdisasters.

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    48. Equal Opportunity. Vendor represents and warrants that it shall not discriminate against any personon the basis of race, color, national origin, creed, religion, political belief, sex, sexual orientation, age anddisability in the performance of bid awards.

    49. Limitations on Authority; No Other Obligations. Vendor shall have no authority to act for or onbehalf of TDA or the State of Texas except as expressly provided for in the Contract; no other authority,power or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities ofany kind on behalf of the State of Texas or TDA.

    50. Records Retention. Vendor shall maintain and retain supporting fiscal and any other documentsrelevant to showing that any payments under this Contract funds were expended in accordance with thelaws and regulations of the State of Texas, including, but not limited to, requirements of the Comptroller ofthe State of Texas and the State Auditor. Vendor shall maintain all such documents and other recordsrelating to this Contract and the State's property for a period of four (4) years after the date of submission ofthe final invoices or until a resolution of all billing questions, whichever is later.

    51. Insurance & Other Security. Vendor represents and warrants that it will, upon five (5) days ofrequest, provide TDA with current certificates of insurance or other proof acceptable to TDA of thefollowing insurance coverage: Standard Workers Compensation Insurance covering all personnel who will

    provide services under the Contract; Commercial General Liability Insurance, personal injury andadvertising injury with, at a minimum, the following limits: $500,000 minimum each occurrence;$1,000,000 per general aggregate. Vendor represents and warrants that all of the above coverage is withcompanies licensed in the state of Texas, with 'A' rating from Best, and authorized to provide thecorresponding coverage. Vendor also represents and warrants that all policies contain endorsementsprohibiting cancellation except upon at least thirty (3) days prior written notice to TDA. Vendor representsand warrants that it shall maintain the above insurance coverage during the term of the Contract, and shallprovide TDA with an executed copy of the policies immediately upon request.

    52. Vendor Performance. The TDA may monitor the performance of the Contract issued under this Bid.All services and goods under the Contract shall be performed at an acceptable quality level and in a mannerconsistent with acceptable industry standards, custom, and practice. The Vendor will receive a paper copyof this report, as well as an e-mailed copy. The TDA will provide a sample of the Vendor Performance

    Report upon request.

    53. Change Management. Vendor shall assign only qualified personnel to this Contract. Vendor, in it'sreasonable discretion, reserves the right to substitute appropriate key personnel to accomplish its duties solong as the substituted personnel are equally qualified and skilled in the tasks necessary to accomplish thetasks and services required. Vendor shall provide to TDA prior written notice of any proposed change inkey personnel involved in providing services under this Contract. Subcontractors providing services underthe Contract shall meet the same requirements and level of experience as required of the Vendor. Nosubcontract under the Contract shall relieve the Vendor of responsibility for ensuring the requested servicesare provided. If Vendor uses a subcontractor for any or all of the work required, the following conditionsshall apply: a) Vendors planning to subcontract all or a portion of the work to be performed shall identifythe proposed subcontractors. b) Subcontracting shall be solely at Vendor's expense. c) TDA retains the rightto check subcontractors background and approve or reject the use of submitted subcontractors. d) Vendor

    shall be the sole contact for TDA. Vendor shall list a designated point of contact for all TDA inquiries.

    54. Federal, State, and Local Requirements. Vendor shall demonstrate on-site compliance with theFederal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealingwith issuance of Form W-2's to common law employees. Vendor is responsible for both federal and Stateunemployment insurance coverage and standard Worker's Compensation Insurance coverage. Vendor shallcomply with all federal and State tax laws and withholding requirements. The State of Texas shall not beliable to Vendor or its employees for any Unemployment or Workers' Compensation coverage, or federal orState withholding requirements. Vendor shall indemnify the State of Texas and shall pay all costs,penalties, or losses resulting from Vendor's omission or breach of this Section.

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    55. Applicable Law & Conforming Amendments. Vendor must comply with all laws, regulations,requirements and guidelines applicable to a Vendor providing services to the State of Texas as these laws,regulations, requirements and guidelines currently exist and as they are amended throughout the term ofthis Contract. TDA reserves the right, in its sole discretion, to unilaterally amend this Contract throughoutits term to incorporate any modifications necessary for TDA or Vendor's compliance with all applicableState and federal laws, and regulations.

    56. No Liability Upon Termination. If this Contract is terminated for any reason, TDA and the State ofTexas shall not be liable to Vendor for any damages, claims, losses, or any other amounts arising from orrelated to any such termination. However, Vendor may be entitled to the remedies provided in GovernmentCode, Chapter 2260. Vendor or Vendor's employees, representatives, agents and any subcontractors shallserve as an independent contractor in providing services under any PO resulting from this Bid. Vendor orVendor's employees, representatives, agents and any subcontractors shall not be employees of TDA.Should Vendor subcontract any of the services required in this Bid, Vendor expressly understands andacknowledges that in entering into such subcontract(s), TDA is in no manner liable to any subcontractor(s)of Vendor. In no event shall this provision relieve Vendor of the responsibility for ensuring that theservices rendered under all subcontracts are rendered in compliance with this Bid.

    57. Independent Vendor. Vendor or Vendors employees, representatives, agents, and any subcontractors

    shall serve as an independent contracting in providing services under any PO. Vendor or Vendorsemployees, representatives, agents and any subcontractors shall not be employees of the TDA. ShouldVendor subcontract any of the services required, Vendor expressly understands and acknowledges that inentering into such subcontract(s), the TDA is in no manner liable to any subcontractor(s) of Vendor. In noevent shall this provision relieve the Vendor of the responsibility for ensuring that the services renderedunder all subcontracts are rendered in compliance with the specifications.

    58. Buy Texas. Vendor represents and warrants that it will buy Texas products and materials for use inproviding the services authorized herein when such products and materials are available at a comparableprice and in a comparable period of time when compared to non-Texas products and materials. (Added03/10/09 JRS)

    59. Severability. If one or more provisions of this agreement, or the application of any provision to any

    party or circumstance is held invalid, unenforceable, or illegal in any respect, the remainder of theagreement and the application of the provision to other parties or circumstances shall remain valid and infull force and effect.

    60.Electronic and Information Resources Accessibility Standards. As Required by 1 TAC Chapter 213(Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1,2006 state agencies and institutions of higher education shall procure products which comply with the Stateof Texas Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapter213 when such products are available in the commercial marketplace or when such products are developedin response to a procurement solicitation. 2) Vendor shall provide DIR with the URL to its VoluntaryProduct Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibilityrequirements (based on the federal standards established under Section 508 of the Rehabilitation Act), orindicate that the product/service accessibility information is available from the General Services

    Administration Buy Accessible Wizard (http://www.buyaccessible.gov). Vendors not listed with theBuy Accessible Wizard or supplying a URL to their VPAT must provide DIR with a report that addressesthe same accessibility criteria in substantively the same format.