CM-2015-962 - 11/6/2015Memorandum of Understanding
Between
Texas State Library and Archives Commission
And
Round Rock Public Library
(Library)
This Memorandum of Understanding (MOU) sets forth the terms and understanding between the Texas State
Library and Archives Commission (TSLAC) and the —Round Rock Public Library _ (Library), a participant
in the Texas State Library and Archives Commission Family Place Libraries Project. This Project is made
possible partially by a grant from the Institute of Museum and Library Services (IMLS) to the Texas State
Library and Archives Commission under the provisions of the Library Services and Technology Act (2016).
Background
The Family Place Libraries Training Institute provides theoretical grounding and practical training in family -
centered library services. By expanding the traditional role of children's services, the Family Place Libraries
Project helps Project participants build on the knowledge that good health, early learning, parental
involvement and supportive communities play a critical role in young children's growth and development.
The Family Place Libraries Project provides training and resources to help participants redesign their library
environment to: be more welcoming and appropriate for children beginning at birth; connect parents with
the resources, programs and services offered at the library and other family service agencies; and, connect
with non-traditional library users. The Project participants will be able to create the network families need to
nurture their children's development during the critical first years of life, and help ensure the children have
access to resources that will allow them to enter school ready and able to learn.
Purpose of this Memorandum of Understanding
The Texas State Library and Archives Commission funded the registration fees fortwo staff members from _
Round Rock Public Library (Library) to attend the Family Place Libraries training on Nov. 30 -Dec.
3, 2015 at the Middle Country Public Library in Centereach, New York. The on-site training provides
information and guidelines for establishing a specially -designed, welcoming space and learning environment
within the children's area of the Library for young children and their caregivers. As a participant in the TSLAC-
sponsored Family Place Libraries Project, TSLAC agrees to provide —Round Rock Public Library
(Library) a state -funded sub -grant in the amount of $6,000 in order to establish a family space and learning
environment in the children's area of the Library, as specified in the Family Place Libraries Project training.
These grant funds may ONLY be used to purchase items for use specifically In the Family Place -designated
space and learning environment. The Library may not use any of the grant funds for indirect costs.
The Library must expend all funds granted under this MOU in compliance with the standard State of Texas
terms and conditions and according to guidelines provided by the Family Place Libraries Project.
Timeline
The Texas State Library and Archives Commission will advance $6,000 to the_ Round Rock Public
Library _ (Library) upon receipt of a fully executed Memorandum of Understanding. The MOU must be
executed by an official of the library's governing authority authorized to enter into this agreement.
March 4, 2016—The Library must have all grant funds encumbered
C�nl-2 015�6 2
April 15, 2016 —The Library must submit all Financial Forms to the Texas State Library and Archives
Commission; documentation must include a list of invoices and amounts paid for each. The Library must
attach copies of all paid invoices for all items purchased under the Project.
May 13, 2016 —The Library must return all unexpended funds or funds used for unallowable items to the
Texas State Library and Archives Commission
Authorized Signatures for Execution of Memorandum of Understanding
This Memorandum of Understanding shall become effective upon TSLAC's receipt of the executed document.
The MOU is hereby executed by the below authorized official from the _City of Round Rock_ (governing
authority). The MOU will remain in effect until all conditions outlined above have been met, unless modified
or terminated earlier by mutual consent. This MOU may be modified by mutual consent of authorized
officials from the Texas State Library and Archives Commission and the _ City of Round Rock — (Governing
Authority).
Contact Information:
Texas State Library and Archives Commission
Project Representative: Christine McNew
Position: Youth Services Consultant
Address: PO Box 12927, Austin, TX 78711-2927
Telephone: 512-463-4856
Fax: 512-936-2306
E-mail: cmcnew@tsl.texas.eov
Library:
Theresa Faris
Project Representative Name
Position: Youth Services Manager
Address: 216 E. Main Street
Telephone: 512-218-7002
Fax: 512-218-7061
E-mail: tfaris@roundrocktexas.gov
Michelle Cervantes TINS#
Fiscal Contact Name
Position: Library Director
Address: 216 E. Main Street
Telephone: 512-218-7010
Fax: 512-218-7061
Funds will be paid by electronic transfer
Email: mcervantes@roundrocktexas.gov
Questions about TINS# or direct deposit: contact Rebecca Cannon, TSLAC Accounting Manager, 512-463-
6626, email rcannon@tsl.texas.gov
Authorized Signatures:
Texas State L'brary and Archives Commission:
Signature: Date
Name:—t�-OV�,V\.C>-
Title:
Library Governing Authority:
nature:
Name: -Laurie-Hadley
Title: Round Rock Gity-Manager �5�- �-}tr r!hl�J�•�
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
All of the following terms and conditions arc hereby made part of this Memorandum of Understanding (Agreement) with the
Texas State Library and Archives Commission (TSLAC) by reference. Submitting a Response with a false statement is a
material breach of contract and shall void the submitted Response or any resulting agreements, and the Library/Legal Entity may
be prohibited from receiving future grant awards.
Agreements awarded by TSLAC shall be governed by and construed in accordance with the laws of the State of Texas. The
federal or state courts of the United State located in Texas shall have jurisdiction to hear any dispute under potential contracts and
serviced may be made upon TSLAC by first class mail to its address as set forth herein.
In the events of conflicts or inconsistencies between this Agreement and its exhibits or attachments, such conflicts or
inconsistencies shall be resolved by reference to the following order of priority: Signed TSLAC Agreement, TSLAC Terms and
Conditions, Attachments to the Agreement, other Program documents executed by Library/Legal Entity.
1. Notices. Unless specifically noted elsewhere in this Agreement, any written notices required under this Agreement will be
either hand delivered to Library/Legal Entity's office address specified on the signature page of this Agreement or to
TSLAC's Purchasing Department, 1201 Brazos Street, Room 309, Austin, Texas 78701, or by U.S. Mail, certified, return
receipt requested, addressed to the appropriate foregoing address. Notice will be effective on receipt by the affected party.
Either party may change the designated notice address by written notification to the other party.
2. Debarred Entity List. Library/Legal Entity represents and warrants that it and its principals are eligible to participate in this
transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or
local government entity and that Library/Legal Entity is in compliance with the State statues and rules relating to
procurement and that Library/Legal Entity or its subcontractors are not listed on the federal government's terrorism watch
list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at littp:/hrnvw.sam.gov.
3. Duty to Disclose. if circumstances change or additional information is obtained regarding any of the representations and
warranties, or any other disclosure statements, provided by Library/Legal Entity subsequent to the date of this Agreement,
Library/Legal Entity's duty to disclose continues through the term of this Agreement.
4. Sales and Use Tax. The TSLAC, as an agency of the State of Texas, qualifies for exemption from State and Local Sales and
Use Taxes pursuant to the provisions of the Texas Limited Sales, Excise, and Use Tax Act. The Library/Legal Entity may
be able to claim exemption from payment of applicable State taxes by complying with such procedures as may be prescribed
by the State Comptroller of Public Accounts. Excise Tax Exemption Certificates arc available upon request.
5. Observance of TSLAC Rules and Regulations. Library/Legal Entity agrees that at all times its employees will observe
and comply with all regulations when accessing the TSLAC facilities, including, but not limited to, parking and security
regulations.
6. Non -Appropriation of Funds. The State funds are contingent on the availability of lawful appropriates by the Texas
Legislature. if the Texas Legislature fails to continue funding for the payments due under an order referencing this
Agreement; the order will terminate as of the date that the funding expires, and the State will have no further obligation to
make any payments.
7. No Other Benefits. Library/Legal Entity shall have no exclusive rights or benefits other than those set forth herein.
8. Prohibited Use of Appropriated or Other Funds Under Control of State Agency; Lobbying. Library/Legal Entity
represents and warrants that TSLAC's payment to Library/Legal Entity and Library/Legal Entity's receipt of appropriated or
other funds under this any resulting Agreement arc prohibited by Section 556.005 or Section 556.008 of the Texas
Government Code.
9. Public information Act. Information, documentation, and other material in connection with this RFP or Agreement may be
subject to public disclosure pursuant to Chapter 552.021 of the Texas Government Code (tile "Public Information Act").
Any part of a submitted Response that is of a confidential or proprietary nature must be clearly and prominently marked on
each page as such by the Library/Legal Entity.
10. Confidentiality and Open Records. Library/Legal Entity shall take all necessary and appropriate action to safeguard all
sensitive data and other confidential information from unauthorized disclosure. Whenever the transmission of confidential
information is necessary, Library/Legal Entity shall transmit the information electronically, and such electronic transmission
shall be secure and the data encrypted, at a minimum, using 128 AES encryption to protect it from unauthorized disclosure.
Page t of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
Notwidistanding any provisions of this Agreement to the contrary, Library/Legal Entity understands that TSLAC will
comply with the Texas Public Information Act as interpreted by judicial opinions and opinions of the State's Attorney
General. Within three (3) days of receipt, Library/Legal Entity shall refer to TSLAC any third party requests received
directly by Library/Legal Entity for information to which Library/Legal Entity has access as a result of or in the course of
performance under this Agreement. Library/Legal Entity is required to make any information created or exchanged with the
state pursuant to this Agreement, and not otherwise excepted from disclosure under the Texas Public Information Act,
available in a format that is accessible by the public at no additional charge to the State.
11. Antitrust. Library/Legal Entity represents that neither the Library/Legal Entity nor the company, corporation, partnership,
or institution represented by the Library/Legal Entity, or anyone acting for such firm, corporation, or institution has violated
the antitrust laws of this State or the rederal Antitrust Laws, nor communicated directly or indirectly the proposal to any
other person engaged in such line of business.
12. No Conflicts. Library/Legal Entity represents and warrants that Library/Legal Entity has no actual or potential conflicts of
interest in providing services to TSLAC under this Agreement and that Library/Legal Entity's provision of services under
this Agreement would not reasonably create an appearance of impropriety. Without limitation on the foregoing, other
disclosures required under this Agreement, and other prohibited work provisions of this Agreement, Library/Legal Entity
shall, throughout the term of this Agreement, comply with and provide all of the following to TSLAC, upon request: a copy
of Library/Legal Entity's most recent audit, if any, together with a full disclosure of any and all internal control weaknesses,
if any; disclosure and detailed description of Library/Legal Entity's most recent peer review, if any, stating the date of the
review and irregularities, if any, and concluding comments; disclosure and detailed description of any emerging
irregularities, if any, that could materially affect TSLAC's interests; and disclosure and detailed description of how
Library/Legal Entity determines whether Library/Legal Entity's outside auditors provide consulting or other services to
Library/Legal Entity or Library/Legal Entity's clients or to TSLAC.
13. Specifications.
The State will not be bound by any oral statement or representation contrary to the written specifications.
14. Delivery.
a) Delivery shall be made during normal working hours (8am-5pm, CT), unless prior approval has been obtained from
the TSLAC.
b) No substitutions permitted without written approval of the TSLAC's Purchasing Dept.
c) lfdelay is foreseen, Library/Legal Entity shall give written notice to the TSLAC. Library/Legal Entity must keep the
TSLAC advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to
meet specifications authorizes the TSLAC to purchase supplies elsewlicrc and charge full increase, if any, in cost and
handling to defaulting Library/Legal Entity.
15. Permits, Licenses. Library/Legal Entity represents and warrants that it has obtained all necessary permits, licenses,
easements, waivers, and permissions of whatsoever kind required for its performance and the performance of its
subcontractors under this Agreement.
16. Agreement Fulfillment. If federal or state laws or regulations or other federal or state requirements are amended and
judicially interpreted so that either party cannot reasonably fulfill this Agreement, and if the parties cannot agree to an
amendment that would enable substantial continuation of the Agreement, the parties shall be discharged from any further
obligations under this Agreement.
17. Control; Ownership; Legal Proceedings. Library/Legal Entity shall immediately notify TSLAC in writing of any actual or
anticipated change in the control or ownership of Library/Legal Entity and of any legal or administrative investigations or
proceedings initiated against Library/Legal Entity regardless of the jurisdiction from which such proceedings originate.
18. Time Limits. Time is of the essence in the performance of this Agreement. Library/Legal Entity shall strictly comply with
all of the deadlines, requirements, and Standards of Performance for this Agreement.
I9. Inspection and Tests. All goods will be subject to inspection and test by the State. Authorized TSLAC personnel shall have
access to supplier's place of business for the purpose of inspecting merchandise. Tests shall be performed on samples
submitted with the Response or on samples taken from regular shipments. All costs shall be borne by the Library/Legal
Entity in the event products tested fail to meet or exceed all conditions and requirements of the specification. Goods
delivered and rejected in whole or in part may, at the State's option, be returned to the Library/Legal Entity or held for
Page 2 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
disposition at Library/Legal Entity's expense. Latent defects may result in revocation of award.
20. Payment. Payment shall be made in accordance with Texas Prompt Payment Act, Chapter 2251 of Texas Government
Code. TSLAC shall not pay any amounts for any purpose to Library/Legal Entity or any entity, except as expressly
provided in the Agreement. TSLAC reserves the right to make payments only upon receipt of a correct invoice, including
all of the required supporting documentation. TSLAC also reserves the right to refuse payments for invoices that exceed the
rates specified in the Agreement.
21. Dispute Resolution. Unless an applicable state statute or applicable federal law establishes another procedure for the
resolution ofdisputes, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used,
as further described herein, by TSLAC and the Library/Legal Entity to attempt to resolve all disputes arising under this
Agreement. Library/Legal Entity claims for breach of this Agreement that the parties cannot resolve in the ordinary course
of business shall be submitted to the negotiation process provided in Chapter 2260, subchapter B, of the Texas Government
Code. To initiate the process, Library/Legal Entity shall submit written notice, as required by subchapter B, to the Chief
Financial Officer or the designate. Said notice shall specifically state that the provisions of Chapter 2260, subchapter B, are
being invoked. A copy of the notice shall also be given to all other representatives of Library/Legal Entity and the TSLAC
otherwise entitled to notice under the parties' Agreement. Compliance by Library/Legal Entity with subchapter B is a
condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, of the Texas Government
Code. The contested case process provided in Chapter 2260, subchapter C, of the Texas Government Code is Library/Lcgal
Entity's sole and exclusive process for seeking a remedy for any and all alleged breaches of Agreement by TSLAC if the
parties are unable to resolve their disputes under this Section. Compliance with the contested case process provided in
subchapter C is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil
Practices and Remedies Code. Neither the execution of this Agreement by TSLAC nor any other conduct of any
representative of TSLAC relating to this Agreement shall be considered a waiver of sovereign immunity to suit. The
submission, processing and resolution of Library/Legal Entity's claim is governed by the published rules adopted by the
Office of the Attorney General pursuant to Chapter 2260, as currently effective, hereafter enacted or subsequently amended.
These rules are found in the Texas Administrative Code. Neither the occurrence of an event nor the pendency of a claim
constitutes grounds for the suspension of performance by the Library/Legal Entity, in whole or in part.
22. Gifts. The Library/Legal Entity 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 or Agreement.
23. Compensation. Pursuant to Chapter 2155.004 of the Texas Government Code, the Library/Legal Entity has not received
compensation for participation in the preparation of the specifications for this RFP or Agreement.
24. Certification Regarding Non -Payment of Child Support. Pursuant to Section 231.006 (d), Family Code, re: child
support, the Library/Legal Entity certifies that the individual or business entity named in this Response is not ineligible to
receive the specified payment and acknowledges that this Agreement may be terminated and payment may be withheld if
this certification is inaccurate. Furthermore, any bidder subject to Section 231.006 must include names and social security
numbers of each person with at least 25% ownership of the business entity submitting the bid. This information must be
provided prior to award.
25. Eligibility. Under Chapter 2155.004 of the Texas Government Code, the Library/Legal Entity certifies that the individual or
business entity named in this Response or Agreement is not ineligible to receive the specified Agreement and acknowledges
that this Agreement may be terminated and payment withheld if this certification is inaccurate. Library/Legal Entity
represents and warrants that it is not delinquent in the payment of any franchise taxes owed the State.
26. Liability for Taxes. Library/Legal Entity represents and warrants that it shall pay all taxes or similar amounts resulting
from this Agreement, including, but not limited to, any federal, state, or local income, sales or excise taxes of Library/Legal
Entity or its employees. TSLAC shall not be liable for any such taxes resulting from this Agreement.
27. HUBs. Library/Legal Entity represents and warrants that it shall comply with the Historically Underutilized Business
requirements of this Agreement.
28. Indemnification. Library/Legal Entities that are county governments are exempted from this Paragraph 28.Vcndor
shall indemnify and hold harmless the State of Texas and Customers, 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 the Vendor or its agents, employees, subcontractors in
Page 3 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
the execution or performance of the Agreement and any Purchase Orders issued under the Agreement. THE DEFENSE
SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH
OTHER OF ANY SUCH CLAiM.
29. Debt. Library/Legal Entity agrees that any payments due under this Agreement will be applied towards any debt, including
but not limited to delinquent taxes and child support that is owed to the State of Texas. Library/Legal Entity shall comply
with rules adopted by TSLAC under Sections 403.055, 403.0551, 2252.903 of the Texas Government Code and other
applicable laws and regulations regarding satisfaction of debts or delinquencies to the State.
30. Executive Head of a State Agency. Pursuant to §669.003, Government Code, the TSLAC may not enter into a Agreement
with a person who employs a current or former Executive Head of a state agency until four years have passed since that
person was the executive head of the state agency. By submitting a Proposal, the Respondent certifies that it does not
employ any person who was the Executive Head of a state agency in the past four years.
31. State Auditor's Clause. Library/Legal Entity understands that acceptance of funds under this Agreement acts as
acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in
connection with those funds. Library/Legal Entity further agrees to cooperate fully with the State Auditor's Office or its
successor in the conduct of the audit or investigation, including providing all records requested. Libmry/Legal Entity will
ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Library/Legal
Entity and the requirement to cooperate is included in any subcontract it awards.
32. Infringements.
a) Library/Legal Entity shall indemnify and hold harmless TSLAC and the State of Texas, AND/OR THEIR
EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from
any and all third party claims involving infringement of United States patents, trade and service marks, copyrights,
trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the
PERFORMANCE OR ACTIONS OF LIBRARY/LEGAL ENTITY PURSUANT TO THiS AGREEMENT.
LIBRARY/LEGAL ENTITY AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM. LIBRARY/LEGAL ENTITY SHALL BE LIABLE TO PAY ALL COSTS
OF DEFENSE, INCLUDING ATTORNEY'S FEES. THE DEFENSE SHALL BE COORDINATED BY
LIBRARY/LEGAL ENTITY WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND LIBRARY/LEGAL ENTITY MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE
OF THE ATTORNEY GENERAL.
b) Library/Legal Entity shall have no liability under this section if the alleged infringement is caused in whole or in part
by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed,
(ii) any modification made to the product without Library/Legal Entity's written approval, (iii) any modifications
made to the product by the Library/Legal Entity pursuant to TSLAC's specific instructions, (iv) any intellectual
property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in
conformity with the terms of any applicable license agreement.
c) If Library/Legal Entity becomes aware of an actual or potential claim, or TSLAC provides the Library/Legal Entity
with notice of an actual or potential claim, Library/Legal Entity may (or in the case of an injunction against TSLAC,
shall) at Library/Legal Entity's sole option and expense; (i) procure for the Library/Legal Entity the right to continue
to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or
service with functionally equivalent or superior product or service so that TSLAC's use in non -infringing.
33. Patents and Copyrights. Library/Legal Entity shall defend and indemnify TSLAC and the State of Texas against claims of
patent, trademark, copyright, trade secret or other proprietary rights, violations or infringements arising from TSLAC's or
Library/Legal Entity's use of or acquisition of any services or other items provided to TSLAC by Library/Legal Entity or
otherwise to which TSLAC has access as a result of Library/Lcgal Entity's performance under this Agreement, provided that
TSLAC notify Library/Legal Entity of any such claim within a five (5) working days time of TSLAC's receiving notice of
any such claim. if Library/Legal Entity is notified of any claim subject to this Section, Library/Legal Entity shall notify
TSLAC of such claim within five (5) working days of such notice. If TSLAC determines that a conflict exists between its
interests and those of Library/Legal Entity or if TSLAC is required by applicable law to select separate counsel, TSLAC
shall be permitted to select separate counsel, and the actual costs TSLAC's counsel shall be paid by Library/Legal Entity.
No settlement of any such claim shall be made by Library/Legal Entity without TSLAC's prior written approval.
Page 4 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
Library/Legal Entity shall reimburse TSLAC and the State of Texas for any claims, damages, losses, costs, expenses,
judgments or any other amounts, including, but not limited to, attorneys' fees and court costs arising from any such claim.
Library/Legal Entity represents that it has determined what licenses, patents and permits are required under this Agreement
and has acquired all such licenses, patents and claims.
34. Library/Legal Entity Assignments. Library/Legal Entity hereby assigns an awarding agency any and all claims for
overcharges associated with this Agreement arising under the antitrust laws of the United States 15 U.S.C.A Section 1, et
seq (1973), and the antitrust laws of the State of Texas, TEX. Bus. & Comm. Code Ann. Sec. 15.01, et seq (1967).
35. Default. if the Library/Legal Entity fails to provide the goods or services contracted for according to the provisions of the
Agreement, or fails to comply with any of the terms and conditions of the Agreement, the TSLAC may, upon written notice
of default to the Library/Legal Entity, immediately terminate all or any part of the Agreement. Termination is not an
exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law or under the
Agreement.
TSLAC may exercise any other right, remedy or privilege which may be available to it under applicable law of the state and
any other applicable law or may proceed by appropriate court action to enforce the provisions of the Agreement, or to
recover damages for the breach of any amendment being derived from the Agreement. The exercise of any of the foregoing
remedies will not constitute a termination of the Agreement unless the TSLAC notifies the Library/Legal Entity in writing
prior to the exercise of such remedy. The Library/Legal Entity shall remain liable for all covenants and indemnities under
the Agreement. The Library/Legal Entity shall be liable for all costs and expenses, including court costs, incurred by the
TSLAC with respect to the enforcement of any of the remedies listed herein.
36. Cancellation. The cancellation of the Agreement, under any circumstances whatsoever, shall not effect or relieve
Library/Legal Entity from any obligation or liability that may have been incurred or will be incurred pursuant to this
Agreement, and such cancellation by TSLAC shall not limit any other right or remedy available to the TSLAC at law or in
equity.
37. Agreement Amendments. No modification or amendment to the Agreement shall become valid unless in writing and
signed by both parties. All correspondence regarding modifications or amendments to the Agreement must be forwarded to
the TSLAC Purchasing Department for prior review and approval. Only the contract administrator within the Purchasing
Department or his/her designee will be authorized to sign changes or amendments.
38. Independent Library/Legal Entity Status. Library/Legal Entity agrees that Library/Legal Entity and Library/Legal
Entity's employees and agents have no employer-employee relationship with TSLAC. TSLAC shall not be responsible for
the Federal Insurance Contribution Act (FICA) payments, federal or state unemployment taxes, income tax withholding,
Workers Compensation insurance payments, or any other insurance payments, nor will TSLAC furnish any medical or
retirement benefits, any paid vacation or sick leave.
39. Publicity. Library/Legal Entity agrees that it shall not publicize this agreement or disclose, confirm or deny any details
thereof to third parties or use any photographs or video recordings of TSLAC's name in connection with any sales promotion
or publicity event without (lie prior express written approval of TSLAC.
40. 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 the agreement and the application of the provision
to other parties or circumstances shall remain valid and in full force and effect.
41. No Waiver. Nothing in this Agreement shall be construed as a waiver of the state's 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 the enforcement, of any privileges, rights, defenses, remedies,
or immunities available to the State of Texas under 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 estoppel. TSLAC does not waive
any privileges, rights defenses, or immunities available to TSLAC by entering into this Agreement or by its conduct prior to
or subsequent to entering into this agreement.
42. Property Rights. For purposes of this Agreement, 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 the services provided under the Agreement. The
TSLAC and Library/Legal Entity intend this Agreement to be a contract for services, and each considers the work and any
and all documentation or other products and results of the services to be rendered by Library/Legal Entity to be a work made
for hire. By execution of an Agreement for these services, Library/Legal Entity acknowledges and agrees that the work (and
Page 5 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
all rights therein) belongs to and shall be the sole and exclusive property of the TSLAC.
If, for any reason, the work would not be considered a work -For -hire under applicable law, Library/Legal Entity does hereby
sell, assign, and transfer to the TSLAC, its successors and assigns, the entire right, title and interest in and to the copyright
of the work and any registrations and copyright applications 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 payments now or hereafter due or payable whit respect thereto, and in and to all causes of action, either in law or in
equity for past, present, or future infringement based on the copyrights, and in and all to rights corresponding to the
foregoing. Library/Legal Entity agrees to execute all papers and to perform such other property rights as the TSLAC may
deem necessary to secure for TSLAC or its designee the rights herein assigned.
Copyrightable material made by the Library/Legal Entity for TSLAC shall be considered work -made -for -hire for TSLAC
within the meaning of the copyright laws. Library/Legal Entity shall assign all rights, title and interest in such copyrightable
materials to TSLAC. Should this work product prove to be patentable, Libmry/Legal Entity will assign all patent rights to
TSLAC upon request. TSLAC shall have the right, at its discretion, to keep such work product as a trade secret.
Library/Legal Entity and Library/Legal Entity's employees shall have no rights of ownership of the Work and any
documentation or other products and results of the services or any other property of TSLAC. Any property or Work not
specifically scheduled in this Agreement as property of Library/Legal Entity shall constitute property of TSLAC.
In addition to compliance with the right to examination provisions of the Agreement, Library/Legal Entity must deliver to
TSLAC, no later than the forty-eight (48) hours after receipt of TSLAC's written request for same, all completed or partially
completed Work and any and all documentation or other products and results of the Services under such Agreement.
Library/Legal Entity's failure to timely deliver such Work or any documentation or other products and results of the Services
will be considered a material breach of the Agreement. With the prior written approval of TSLAC, this forty-eight (48) hour
period may be extended for delivery of certain completed or partially completed Work or other such information, if such
extension is in the best interest of the State of Texas or TSLAC. If Library/Legal Entity fails to deliver such Work within
forty -tight (48) hours after receipt of written request for same, TSLAC may withhold all payments to Library/Legal Entity,
may withhold all authorization for payment of previously approved and future invoices, may impose liquidated damages of
S 1000 per each twenty-four (24) hour period of delay, or a pro rata amount for any portion of each such twenty-four (24)
hour period. During the transition from any successor of the Library/Legal Entity, TSLAC may impose liquidated damages
of $2000 rather than $1000 per each twenty-four (24) hour period of delay, or a pro rata amount for any portion of each such
twenty-four (24) hour period. These liquidated damages are in addition to other remedies and rights that are applicable or
available to TSLAC for such failure or delay under this Agreement.
43. Acceptance of Products and Services. All products furnished and all services performed under this Agreement shall be to
the satisfaction of TSLAC and in accordance with the specifications, terms, and conditions of this Agreement. TSLAC
reserves the right to inspect the products furnished or the services performed, and to determine the quality, acceptability, and
fitness of such products or services.
44. Deceptive Trade Practices Act (DTPA). Library/Legal Entity represents and warrants that it has not been the subject of a
Deceptive Trade Practices Act or any unfair business practice administrative hearing or court suit, and that Library/Legal
Entity has not been found to be guilty of such practices in such proceedings. Library/Legal Entity certifies that it has no
officers who have served as officers of other entities who have been the subject of a Deceptive Trade Practices Act or any
unfair business administrative hearing or court suit, and that such officers have not been found to be guilty of such practices
in such proceedings.
45. Immigration. Library/Legal Entity represents and warrants that it will comply with the requirements of the Immigration
Reform and Control Act of 1986, the Immigration Act of 1990 ("Immigration Act"), and the Illegal Reform and Immigrant
Responsibility Act of 1996 ("1RIRA") regarding employment verification and retention of verification forms for any
individuals hired who will perform any labor or services under this Agreement. Library/Legal Entity also represents and
warrants that it shall comply with the requirements of the Immigration Act regarding creation of the lottery system for
granting visas and IRIRA which created three (3) year, ten (10) year and permanent bars to entrance into the United States.
46. Criminal Conviction Certification. The Library/Legal Entity represents and warrants that Library/Legal Entity has not
and Library/Legal Entity's employees have not been convicted of a felony criminal offense, or that, if such a conviction has
occurred, Library/Legal Entity has fully advised TSLAC as to the facts and circumstances surrounding the conviction.
Library/Legal Entity has a continuing duty to amend, supplement or correct this representation and warranty not later than
ten (10) days after discovering additional information relating to felony criminal convictions of Library/Legal Entity or any
of its employees. Library/Legal Entity shall not allow any employee convicted of a felony criminal offense to perform tasks
related to the Agreement without such disclosure and express permission from TSLAC.
Page 6 of 14
Updated 09/152015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
47. Subcontracting. It is contemplated by the parties hereto that the Library/Legal Entity shall conduct the performances
provided by this Agreement substantially with its own resources and through the services of its own staff. In the event the
Library/Legal Entity should determine that it is necessary or expedient to subcontract for any of the performances specified
herein, the Library/Legal Entity shall subcontract for such performances only after the Library/Legal Entity has transmitted
to TSLAC a true copy of the subcontract the Library/Legal Entity proposes to execute with a subcontractor and has obtained
TSLAC's written approval for subcontracting the subject performance in advance of executing a subcontract. The
Library/Legal Entity, in subcontracting for any products or performances specified herein, expressly understands and
acknowledges that in entering into such subcontracting(s), TSLAC is in no manner liable to any subcontractor(s) of the
Library/Legal Entity. in no event shall this provision relieve the Library/Legal Entity of the responsibility for ensuring that
the finished products and/or services rendered under all subcontracts are rendered so as to comply with all terms of this
Agreement.
48. Assignment. The Library/Legal Entity will not assign its rights under this Agreement or delegate the performance of its
duties under this Agreement without prior written approval from TSLAC.
49. Accessibility. TSLAC is required to follow Texas Administrative Code, Title 1, Part 10, Chapter 206, Accessibility and
Usability of State Web Sites, Texas Administrative Code, Title 1, Part 10, Chapter 213, and the Federal Section 508,
Accessibility Standards.
50. Ethics. Any individual who interacts with public purchasers in any capacity is required to adhere to the guidelines
established in Chapter 2155.003 of the Texas Government Code. The Rule outlines the ethical standards required of public
purchaser, employees, and vendors who interact with public purchasers in the conduct of state business. Specifically, a
TSLAC employee may not have an interest in, or in any matter be connected with a contract or RFP 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 or
compensation. Entities who are interested in seeking business opportunities with the state must be mindful of these
restrictions when interacting with public purchasers of TSLAC or purchasers of other state agencies.
51. Convictions in connection with Hurricane Katrina, Hurricane Rita, and subsequent disasters. Per Senate Bill 608,
801h Legislative Session, TSLAC will not accept Responses, nor award contracts to persons convicted of violating a federal
law in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result
of Efurricane Katrina, Hurricane Rita, and subsequent disasters.
52. Equal Opportunity. Library/Legal Entity represents and warrants that it shall not discriminate against any person on the
basis of race, color, national origin, creed, religion, political belief, sex, sexual orientation, age and disability in the
performance of awards.
53. Drug Free Workplace. The Library/Legal Entity shall comply with the applicable provisions of the Drug -Free Work Place
Act of 1988 (Public Lav 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment;
and the final rule, government -wide requirements for drug -fret work place (grants), issued by the Office of Management
and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free
Work Place Act of 1988 is incorporated by reference and the Library/Legal Entity shall comply with the relevant provisions
thereof, including any amendments to the final rule that may hereafter be issued.
54. Force Majeure. Neither Library/Legal Entity nor TSLAC shall be liable to the other for any delay in, or failure of
performance, of any requirement included in any award resulting from a RFP caused by force majeure. The existence of
such causes of delay or failure shall extend (lie 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
acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the
reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected
to avoid, and which, by the exercise of all reasonable due diligence, such parry is unable to overcome. Each party must
inform the other in writing, with proof of receipt, within three (3) business days of the existence of such force majeure, or
otherwise waive this right as a defense.
55. Termination. Library/Legal Entity shall have the right to terminate Agreements awarded from this Agreement upon a
material breach of its terms by TSLAC, which are not cured within thirty (30) days of written notice. if Library/Legal Entity
(a) terminates or suspends its business (b) becomes subject to any bankruptcy or insolvency proceeding under any Federal or
State statue or (c) becomes or subject to direct control by a trustee, receiver, or similar authority, TSLAC may, in addition to
its other legal rights and remedies, terminate this Agreement on seven (7) days notice to Library/Legal Entity. Upon such
termination, Library/Legal Entity will offer TSLAC a prorated refund or subscription fee.
Page 7 or 14
Undated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
In the event that the Agreement is terminated for any reason, or upon its expiration, the TSLAC shall retain ownership of all
associated work products and documentation obtained from the Library/Legal Entity under the Agreement.
56. Termination for Convenience. TSLAC reserves the right, in its sole discretion, to terminate the Agreement on thirty (30)
days written notice to the Library/Legal Entity. TSLAS also reserves the right, in its sole discretion, to terminate the
Agreement immediately, with written notice to the Library/Legal Entity, if it is in the best interests of TSLAC or the State.
57. Termination Remedies. Upon an Event of Default, TSLAC, without limiting any other rights or remedies it may have by
law, equity, or under this Agreement, will have the right to institute an action for actual damages and/or injunctive relief
and/or to terminate the Agreement immediately. TSLAC's termination of this Agreement shall not limit or waive any
remedies TSLAC may have for breach by Library/Legal Entity of its past, present, or future duties and obligations created
by this Agreement or otherwise required by applicable law.
All remedies available to TSLAC for breach or anticipatory breach of this Agreement by Library/Legal Entity are
cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an
election of such remedy to the exclusion of other remedies. Liquidated damages, actual damages, cost projections,
injunction relief and/or performance bonds may also be invoked either separately or combined with any other remedy in
accordance with applicable law.
58. Survival of Terms. Termination of this Agreement for any reason shall not release the Library/Legal Entity from any
liability or obligation set forth in the Agreement that is expressly stated to survive any such termination or by its nature
would be intended to be applicable Ibllowing any such termination, including the provisions regarding confidentiality,
indemnification, transition, records, audit, property rights, dispute resolution, and invoice and fees verification.
59. Supporting Documents; Right to Audit; Independent Audits. Library/Legal Entity shall maintain and retain supporting
fiscal documents adequate to ensure that claims for Agreement funds are in accordance with applicable TSLAC and State of
Texas requirements. Library/Legal Entity shall maintain all such documents and other records relating to this Agreement
and the State's properly for a period of four (4) years after the date of submission of the final invoices or until a resolution of
all billing questions, whichever is later. Library/Legal Entity shall make available at reasonable times and upon reasonable
notice, and for reasonable periods, all information related to (lie State's property, such as work papers, reports, books, data,
files, software, records, and other supporting documents pertaining to this Agreement, for purposes of inspecting,
monitoring, auditing, or evaluating by TSLAC, State of Texas or their authorized representatives. Library/Legal Entity shall
cooperate with auditors and other authorized TSLAC and State of Texas representatives and shalt provide them with prompt
access to all of such State's property as requested by TSLAC or the State of Texas. By example, and not as an exclusion to
other breaches or failures, Library/Legal Entity's failure to comply with this Section shall constitute a material breach of this
Agreement and shall authorize TSLAC to immediately assess liquidated damages as described in Section 29 of Appendix C
for such failure. For purposes of this Section, the "State's property" includes, but is not limited to, "Work" as defined in the
RFP. TSLAC may require, at Library/Legal Entity's sole cost and expense, independent audits by a qualified certified
public accounting firm of Library/Legal Entity's books and records or the State's property. The independent auditing shall
provide TSLAC with a copy of such audit at the same time it is provided to Library/Legal Entity. TSLAC retains the right
to issue the request for Statement of Qualifications for the services of an independent certified public accounting firm under
this Agreement. In addition to and without limitation on the other audit provisions of this Agreement, pursuant to Section
2262.003 of the Texas Government Code, the state auditor may conduct an audit or investigation of Library/Legal Entity or
any other entity or person receiving funds from the state directly under this Agreement or indirectly through a subcontract
under this Agreement. The acceptance of funds by Library/Legal Entity or any other entity or person directly under this
Agreement or indirectly through a subcontract under this Agreement acts as acceptance of the authority of the state auditor,
under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds.
Under the direction of the legislative audit committee, Library/Legal Entity or other entity that is the subject of an audit or
investigation by the state auditor must provide the state auditor with access to any information the state auditor considers
relevant to the investigation or audit. This Agreement may be amended unilaterally by TSLAC to comply with any rules
and procedures of the state auditor in the implementation and enforcement of Section 2262.003. Under procedures provided
by the state auditor on September 5, 2003, in addition to the above, (1) Library/Legal Entity understands that the acceptance
of funds under this Agreement acts as acceptance of the authority of the state auditor to conduct an audit or investigation in
connection with those funds; (2) Library/Legal Entity further agrees to cooperate fully with the state auditor in the conduct
of the audit or investigation, including providing all records requested; (3) Library/Legal Entity shall ensure that this
paragraph concerning the authority to audit funds received indirectly by subcontractors through Library/Legal Entity and the
requirement to cooperate is included in any subcontract it awards; and (4) the state auditor shall at any time have access to
and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of
Library/Legal Entity relating to this Agreement.
Page 8 of 14
Updated 09/15/2015 - ALO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
60. Limitation on Authority; No Other Obligations. Library/Legal Entity shall have no authority to act for or on behalf of
TSLAC or the State of Texas except as expressly provided for in the Agreement; no other authority, power or use is granted
or implied. Library/Legal Entity may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the
State of Texas or TSLAC.
61. Records Retention. Library/Legal Entity shall maintain and retain supporting fiscal and any other documents relevant to
showing that any payments under this Agreement funds were expended in accordance with the laws and regulations of the
State of Texas, including, but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor.
Library/Legal Entity shall maintain all such documents and other records relating to this Agreement and the States property
until December 31, 2021.
62. Insurance & Other Security. Self-insured Libraries/Legal Entities are exempt from this Parngraph 62. Vendor
represents and warrants that it will, upon five (5) days of request, provide TSLAC with current written certificates of
insurance or other proof acceptable to TSLAC of the following insurance coverage:
a) Standard Workers Compensation Insurance covering all personnel who will provide services under the Agreement;
b) Commercial General Liability Insurance, personal injury and advertising injury with, at a minimum, the following
limits: $500,000 minimum each occurrence; $1,000,000 per general aggregate.
c) Professional Liability insurance: $500,000 minimum each occurrence limit; $1,000,000 minimum aggregate limit.
Vendor represents and warrants that all of the above coverage is with companies licensed in the state of Texas, with'A'
rating from Best, and authorized to provide the corresponding coverage. Vendor also represents and warrants that all
policies contain endorsements prohibiting cancellation except upon at least thirty (30) days prior written notice to TSLAC.
Vendor represents and warrants that it shall maintain the above insurance coverage during the term of the Agreement, and
shall provide TSLAC with an executed copy of the policies immediately upon request.
63. Workers' Compensation Insurance Coverage. Self-insured Libraries/Legal Entities are exempt from this Paragraph
63
a) Definitions:
Certificate of coverage ("certificate")- A copy of a certificate of insurance, a certificate of authority to self -insure
issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing
statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the project until the contractoes/person's
work on the project has been completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing
all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person
contracted directly with the contractor and regardless of whether that person has employees. This includes, without
limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of
any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services"
include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor,
transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such
as food/beverage vendors, office supply deliveries, and delivery of portable toilets.
b) The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements, which meets the statutory requirements ofTexas Labor Code, Section 401.011(44)
for all employees of the contractor providing services on the project, for the duration of the project.
c) The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the
Agreement.
d) If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project,
the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
e) The contractor shall obtain from each person providing services on a project, and provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have
on file certificates of coverage showing coverage for all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of
Page 9 of 14
Updated 09/15/215 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the
project.
f) The contractor shall retain all required certificates of coverage for the duration of the project and for one year
thereafter.
g) The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days
after the contractor knew or.should have known, of any change that materially affects the provision of coverage of any
person providing services on the project.
h) The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers'
Compensation Commission, informing all persons providing services on the project that they are required to be
covered, and stating how a person may verify coverage and report Iack of coverage.
i) The contractor shall contractually require each person with whom it contracts to provide services on a project, to:
I) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any
coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all
of its employees providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing
that coverage is being provided for all employees of the person providing services on the project, for the
duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension
of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the
project;
4) obtain from each other person with whom it contracts, and provide to the contractor:
i. a certificate of coverage, prior to the other person beginning work on the project; and
ii. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the
coverage period shown on the current certificate of coverage ends during the duration of the project;
S) retain all required certificates of coverage on file for the duration of the project and for one year thereafter;
b) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person
knew or should have known, of any change that materially affects the provision of coverage of any person
providing services on the project; and
7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with
the certificates of coverage to be provided to the person for whom they are providing services.
j) By signing this Agreement or providing or causing to be provided a certificate of coverage, the contractor is
representing to the governmental entity that all employees of the contractor who will provide services on the project
will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on
proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance
Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal
penalties, civil penalties, or other civil actions.
k) The contractor's failure to comply with any of these provisions is a breach of Agreement by the contractor which
entities the governmental entity to declare the Agreement void if the contractor does not remedy the breach within ten
days after receipt of notice of breach from the governmental entity.
1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS AGREEMENT,
VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND
VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS
AGREEMENT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE
TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND
WORKERS' COMPENSATION. TSLAC AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR,
ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF
UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE
TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.
m) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS TSLAC, THE STATE OF TEXAS AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM AND
ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS'
Page 10 of 14
Updated 09/15/20115 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
FEES, AND EXPENSES, RELA'T'ING TO TAX LIABILITY, UNEMPLOYEMENT INSURANCE AND/OR
WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS AGREEMENT. VENDOR SHALL BE
LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE
ATTORNEY GENERAL. VENDOR AND THE TSLAC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM.
64. Workers Compensation & Employers Liability. Self-insured Libraries/Legal Entities are exempt from this
Paragraph 64.Vendor represents and warrants that it will, upon five (5) days of request, provide TSLAC with current
certificates of insurance or other proof acceptable to TSLAC of the following insurance coverage: must maintain Workers'
Compensation insurance coverage in accordance with statutory limits as follows:
a) Standard Workers Compensation Insurance covering all personnel who will provide services under the Agreement
b) Commercial General Liability Insurance, Occurrence based:
• Bodily injury and Property Damage
• Each Occurrence limit: $1,000,000
• Aggregate limit: $2,000,000
• Medical Expense each person: $5,000
• Personal Injury & Advertising Liability: $1,000,000
• Products/Completed Operations Aggregate Limit: $2,000,000
• Damage to Premise Rented to You: $50,000
c) Professional Liability Insurance: $500,000 minimum each occurrence limit; $1,000,000 minimum aggregate limit
d) Employers Liability: Each Accident $1,000,000
e) Disease — Each Employee: $1,000,000
f) Disease — Policy Limit: $1,000,000
Vendor represents and warrants that all of the above coverage is with companies licensed in the state of Texas, with'A'
rating from Best, and authorized to provide the corresponding coverage. Vendor also represents and warrants that all
policies contain endorsements prohibiting cancellation except upon at least thirty (30) days prior written notice to TSLAC.
Vendor represents and warrants that it shall maintain the above insurance coverage during the term of the Agreement, and
shall provide TSLAC with an executed copy of the policies immediately upon request.
65. Vendor Responsibility for Damage to Government Property. The Library/Legal Entity shall be liable for all damages to
government-owned, leased, or occupied property and equipment caused by the Library/Legal Entity an its employees,
agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance
pursuant to the Agreement. The Library/Legal Entity shall notify the TSLAC Project Manager in writing of any such
damage within one (1) calendar day.
66. Library/Legal Entity Performance. The TSLAC may monitor the performance of the Agreement issued under this RFP.
All services and goods under the Agreement shall be performed at an acceptable service levels and in a manner consistent
with acceptable industry standards, custom, and practice. The Library/Legal Entity will receive a paper copy of this report,
as well as an e-mailed copy. The TSLAC will provide a sample of the Library/Legal Entity Performance Report upon
request.
67. Change Management. Library/Legal Entity shall assign only qualified personnel to this Agreement. Library/Legal Entity,
in its reasonable discretion, reserves the right to substitute appropriate key personnel to accomplish its duties so long as the
substituted personnel are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required.
Library/Legal Entity shall provide to TSLAC prior written notice of any proposed change in key personnel involved in
providing services under this Agreement. Subcontractors providing services under the Agreement shall meet the same
requirements and level of experience as required of the Library/Legal Entity. No subcontract under the Agreement shall
relieve the Library/Legal Entity of responsibility for ensuring the requested services are provided. if Library/Legal Entity
uses a subcontractor for any or all of the work required, the following conditions shall apply: a) Library/Legal Entity's
planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors. b)
Subcontracting shall be solely at Library/Legal Entity's expense. c) TSLAC retains the right to check subcontractor's
background and approve or reject the use of submitted subcontractors. d) Library/Legal Entity shall be the sole contact for
TSLAC. Library/Legal Entity shall list a designated point of contact for all TSLAC inquiries.
Pagc t 1 of 14
Updated 09/15/1015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
68. Federal, State, and Local Requirements. Library/Legal Entity shall demonstrate on-site compliance with the Federal Tax
Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's
to common law employees. Library/Legal Entity is responsible for both federal and State unemployment insurance coverage
and standard Worker's Compensation Insurance coverage. Library/Legal Entity shall comply with all federal and State tax
laws and withholding requirements. The State of Texas shall not be liable to Library/Legal Entity or its employees for any
Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Library/Legal Entity
shall indemnify the State of Texas and shall pay all costs, penalties, or losses resulting from Library/Legal Entity's omission
or breach of this Section.
69. Applicable Law & Conforming Amendments. Library/Legal Entity must comply with all laws, regulations, requirements
and guidelines applicable to a Library/Legal Entity providing services to the State of Texas as these laws, regulations,
requirements and guidelines currently exist and as they are amended throughout the term of this Agreement. TSLAC
reserves the right, in its sole discretion, to unilaterally amend this Agreement throughout its term to incorporate any
modifications necessary for TSLAC or Library/Legal Entity's compliance with all applicable State and federal laws, and
regulations.
This Agreement may be amended only upon written amendments between TSLAC and Library/Legal Entity; however, this
Agreement may not be amended so as to make it conflict with the laws of the State. TSLAC may issue Purchase Order
Change Notices for ordering and tracking purposes consistent with this Agreement provided such Purchase Order Change
Notices reference the Agreement.
70. No Liability Upon Termination. If this Agreement is terminated for any reason, TSLAC and the State of Texas shall not
be liable to Library/Legal Entity for any damages, claims, losses, or any other amounts arising from or related to any such
termination. However, Library/Legal Entity may be entitled to the remedies provided in Government Code, Chapter 2260.
Library/Legal Entity or Library/Legal Entity's employees, representatives, agents and any subcontractors shall serve as an
independent contractor in providing services under any Agreement resulting from this RFP. Library/Legal Entity or
Library/Legal Entity's employees, representatives, agents and any subcontractors shall not be employees of TSLAC. Should
Library/Legal Entity subcontract any of the services required in this RFA, Library/Legal Entity expressly understands and
acknowledges that in entering into such subcontract(s), TSLAC is in no manner liable to any subcontmctor(s) of
Library/Legal Entity. In no event shall this provision relieve Library/Legal Entity of the responsibility for ensuring that the
services rendered under all subcontracts arc rendered in compliance with this RFP.
71. Independent Library/Legal Entity. Library/Legal Entity or Library/Legal Entity's employees, representatives, agents, and
any subcontractors shall serve as an independent contracting in providing services under any PO. Library/Legal Entity or
Library/Legal Entity's employees, representatives, agents and any subcontractors shall not be employees of the TSLAC.
Should Library/Legal Entity subcontract any of the services required, Library/Legal Entity expressly understands and
acknowledges that in entering into such subcontract(s), the TSLAC is in no manner liable to any subcontractor(s) of
Library/Legal Entity. In no event shall this provision relieve the Library/Legal Entity of the responsibility for ensuring that
the services rendered under all subcontracts are rendered in compliance with the specifications.
72. Buy Texas. Library/Legal Entity represents and warrants that it will buy Texas products and materials for use in providing
the services authorized herein when such products and materials are available at a comparable price and in a comparable
period of time when compared to non -Texas products and materials.
73. Texas Bidder. Library/Legal Entity represents and warrants that if a Texas address is shown as the address of Libmry/Legal
Entity, then Library/Legal Entity qualifies as a Resident Bidder as defined by Section 2155.444 of the Texas Government
Code.
74. Environmental Protection. The Library/Legal Entity shall be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution
Control Act, as amended, (33 U.S.C. § 1251 et seq.).
75. TSLAC Anti -Fraud Policy. Library/Legal Entity represents and warrants that it has read and understood and shall comply
with the Comptroller of Public Account's Anti -Fraud Policy located on the Comptroller's website at
htt2:/hvww.window.texas.gov/ssv/etliics.himi, as such Policy currently reads and as it as amended throughout the term of
this Agreement.
76. Electronic and Information Resources Accessibility Standards. As Required by 1 Texas Administrative Code 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 State of Texas Accessibility
Page 12 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Archives Commission
Terms and Conditions
requirements for Electronic and Information Resources specified in 1 Texas Administrative Code Chapter 213 when such
products are available in the commercial marketplace or when such products are developed in response to a procurement
solicitation. 2) Library/Legal Entity shall provide TSLAC with the URL to its Voluntary Product Accessibility Template
(VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards
established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is
available from the General Services Administration "Buy Accessible Wizard" (http:/hvww.buyaccessible.gov).
Library/Legal Entitys not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide TSLAC
with a report that addresses the same accessibility criteria in substantively the same format. Additional information
regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http:/hvww,scction5O8.gov/.
77. Provision for Direct Deposit. The electronic funds transfer ("EFT") provisions of Texas law were codified in Section
403.016 of the Texas Government Code. Depending on eligibility under the law, certain payments from the State may be
directly deposited into Library/Legal Entity's bank account or may be made by warrant. If Library/Legal Entity is eligible
for direct deposit and wishes to be paid by direct deposit, Library/Legal Entity must complete the form title "Library/Lcgal
Entity Direct Deposit Authorization" and return it as soon as possible to: Texas State Library & Archives Commission,
Attention: Accounting, PO Box 12516 Austin, Texas 78711.
78. Disclosure of Security Breach. Library/Legal Entity shall provide notice to the Purchasing Department, Purchasing Manager at
(512) 936-2774 or purchasing @ tsl.texas.eov within twenty-four (24) hours of Library/Legal Entity's discovery or reasonable
belief that there has been unauthorized use, exposure, access, disclosure, compromise, modification, or loss of sensitive or
confidential TSLAC information ("Security Incident"). Within twenty-four (24) hours of the notification of a Security Incident,
Libmry/Legal Entity shall provide a written report to TSLAC's Purchasing Manager detailing the circumstances of the incident,
which includes at a minimum:
a) A description of the nature of the Security Incident;
b) The type of TSLAC information involved;
c) Who may have obtained TSLAC information;
d) What steps Library/Legal Entity has taken or will take to investigate the Security Incident;
e) What steps Library/Legal Entity has taken or will take to mitigate any negative effect of the Security Incident; and
n A point of contact for additional information.
Each day thereafter until the investigation is complete, Library/Legal Entity shall provide TSLAC's Purchasing Manager with a
written report regarding the status of the investigation and the following additional information as it becomes available:
a) Who is known or suspected to have gained unauthorized access to TSLAC information;
b) Whether there is any knowledge if TSLAC information has been abused or compromised;
c) What additional steps Library/Legal Entity has taken or will take to investigate the Security Incident;
d) What steps Library/Legal Entity has taken or will take to mitigate any negative effect of the Security Incident; and
e) What corrective action Library/Legal Entity has taken or will take to prevent future similar unauthorized use or
disclosure.
Library/Legal Entity shall confer with TSLAC's Purchasing Manager regarding the proper course of the investigation and
risk mitigation. TSLAC reserves the right to conduct an independent investigation of any Security Incident, and should
TSLAC choose to do so, Library/Legal Entity shall cooperate fully by making resources, personnel, and systems access
available to TSLAC and TSLAC's authorized representative(s). Subject to review and approval of TSLAC, Library/Legal
Entity, at its own cost, shall provide notice that satisfies the requirements of applicable law to individuals whose personal,
confidential, or privileged data were compromised or likely compromised as a result of the Security Incident. If TSLAC, in
its sole discretion, elects to send its own separate notice, then all costs associated with preparing and providing notice shall
be reimbursed to TSLAC by Library/Legal Entity. If Library/Legal Entity does not reimburse such costs within thirty (30)
days of TSLAC's written request, then TSLAC shall have the right to collect such costs.
79. Information Security Requirements.
a) Library/Legal Entity shall comply with all applicable state and federal laws and regulations regarding confidentiality,
privacy, and security pertaining to TSLAC confidential information.
b) Access to sensitive or confidential TSLAC information. Library/Legal Entity represents and warrants that it will take
all necessary and appropriate action within its abilities to safeguard sensitive or confidential TSLAC information and
to protect it from unauthorized disclosure. If communications with Library/Legal Entity necessitate the release of
confidential TSLAC information, the Confidential Treatment of Information Acknowledgement form (CTIA) must be
signed by each individual who will require access to or may be exposed to that information. Library/Legal Entity shall
access TSLAC's systems and sensitive or confidential TSLAC information only for the purposes for which it is
Pagc 13 of 14
Updated 09/15/2015 - DLO
Appendix A
Texas State Library and Ai -chives Commission
Terms and Conditions
authorized.
Library/Legal Entity shall ensure that any sensitive or confidential TSLAC information in the custody of Library/Legal
Entity is properly sanitized or destroyed when the information is no longer required to be retained by TSLAC or
Library/Legal Entity in accordance with this Agreement. Electronic media used for storing any confidential TSLAC
information must be sanitized by clearing, purging or destroying in accordance with NiST Special Publication 800-88
Guidelines for Media Sanitization. Library/Legal Entity must maintain a record documenting the removal and
completion of all sanitization procedures with the following information:
1) Date and time of sanitization/destruction,
2) Description of the item(s) and serial number(s) if applicable,
3) Inventory number(s), and
4) Procedures and tools used for sanitization/destruction.
No later than sixty (60) days from Agreement expiration or termination or as otherwise specified in this Agreement,
Library/Legal Entity must complete the sanitization and destruction of the data and provide to TSLAC all sanitization
documentation.
Library/Legal Entity shall not access, process, store or transmit IRS Federal Taxpayer information unless expressly
authorized by this Agreement. Library/Legal Entity shall comply with IRS Publication 1075 requirements if it
accesses, processes, stores, or transmits IRS Federal Taxpayer Information.
c) Access to Internal TSLAC Network and Systems. As a condition of gaining remote access to any internal TSLAC
network and systems, Library/Legal Entity must comply with TSLAC's policies and procedures. TSLAC's remote
access request procedures will require Library/Legal Entity to submit a Remote Access Request form for TSLAC's
review and approval. Remote access technologies provided by Library/Legal Entity must be approved by TSLAC's
Information Security Officer. Individuals shall not access internal TSLAC network and systems from outside the
United States. Individuals who are provided with access to TSLAC network or systems will be required to participate
in TSLAC's Security Awareness Training on an annual basis. The State and TSLAC's Fiscal Year begins on
September l and ends on August 31. Library/Legal Entity shall maintain records of all individuals who have
completed TSLAC-required training for the duration of the individual's employment with Library/Legal Entity, plus
five years. Upon TSLAC's written request, Library/Legal Entity shall provide copies of the certificates of completion
for TSLAC's Security Awareness Training. On November I$' of each year, Library/Legal Entity shall submit a list to
TSLAC which identifies all individuals who have current access to TSLAC network or systems as well as the most
recent training completion date for each individual. TSLAC, in its sole discretion, may deny network or system access
to any individual that does not complete TSLAC-required training within thirty (30) calendar days following the date
of TSLAC's grant of access under this Agreement.
d) TSLAC reserves the right to audit the security measures in effect on Library/Legal Entity's connected systems without
prior warning. Library/Legal Entity must secure its own connected systems in a manner consistent with an auditable
information security framework. TSLAC's audit can consist of a review of third party audit results of Library/Legal
Entity's security measures (e.g., SSAE-16 Type II, ISO 27002 assessment). TSLAC also reserves the right to
immediately terminate network and system connections not meeting such requirements.
e) TSLAC data shall not be accessed from, stored at or transported to locations outside of the United States.
4 Where applicable, encryption shall conform to or exceed Federal information Processing Standard (TIPS) 140-2:
1) Backup media containing TSLAC data shall be encrypted at all times.
2) Transmission of TSLAC data across public networks shall be protected by encryption methods such as Virtual
Private Network ("VPN"), Secure Shell File Transfer Protocol ("SFTPS"), or File Transfer Protocol over SSL/TLS
("FTPS").
g) If Library/Legal Entity is a software manufacturer, then Library/Legal Entity represents and warrants that it has
implemented processes for the protection, detection, remediation, mitigation and timely customer notification of
software vulnerabilities associated with its software provided under this Agreement.
80. Transition. Upon termination of the Agreement for any reason, Library/Legal Entity shall, in good faith and with
reasonable cooperation, aid in the transition to any new agreement and provider. In accordance with this Agreement,
Library/Legal Entity shall deliver to TSLAC all completed, or partially completed work and any and all documentation or
other products and results of these services.
Page 14 of 14
Updated 09/15/2015 - DLO
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Memorandum of Understanding with the Texas
State Library and Archives Commission thus allowing the City Library to
participate in their Family Place Libraries Project.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 11/6/2015
Dept Director: Michelle Cervantes
Cost:
Indexes:
Attachments: Memorandum of Understanding -Family Place Libraries Project
Department: Library Department
Text of Legislative File CM -2015-962
Consider authorizing a Memorandum of Understanding with the Texas State Library
and Archives Commission thus allowing the City Library to participate in their Family
Place Libraries Project
Requesting City Manager signature for the Family Place Library Network FY2016. The
Library has been selected to join the Family Place Libraries"M network. The program
trains library staff to create a developmentally appropriate early learning space and
materials collections for families with young children and provide workshops for parents
and caregivers.
The Texas State Library and Archives Commission will advance $6,000 to the Round
Rock Public Library upon receipt of a fully executed Memorandum of Understanding.
The MOU must be executed by an official of the library's governing authority authorized
to enter into this agreement.
This project is funded in part by a grant from the Institute of Museum and Library
Services to the Texas State Library and Archives Commission under the provisions of
the Library Services and Technology Act (2015).
Staff Approval
City of Round Rock Page 1 Printed on I M2015