CONTRACT FOR TEXAS BORDER SECURITY OPERATIONS CENTER I. PARTIES This contract is made and entered into by and between Abrams Learning Information Systems, Inc. (?Contractor? or ?Vendor?) and the Department of Public Safety, an agency _of the State of TeXas, pursuant to an emergency procurement. Contractor and are collectively referred to in this contract as WHEREAS, on the basis of the written representations contained in Contractor?s preposal, as well as ContractOr?s presentation, discussions with Contractor and Contractor?s experience relating to the services contemplated by this contract, XDPS desires to engage Contractor to provide the services on the terms and conditions as stated herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, Contractor and hereby covenant and agree as follows: 11. TERMS AND CONDITIONS 1. Controlling Order of Contract This contract between and Contractor consists of the documents listed below. In the event of any conflicts between the documents, the documents will control in the following order of precedence: a. The contract, including all of the attachments1 in the following controlling order: i. Statement of Work (Attachment 1), ii. Contractor?s assurances (Attachment 2), US. Department of Homeland Security Special Conditions (Attachment 3), which apply to both Parties to the extent applicable, iv. Historically Underutilize'd Business Subcontracting Plan (Attachment 4) and b. Purchase Order, including any Purchase Order Change Notices and excluding any pre-printed terms and conditions. 2. Term I This contract will remain in full force until 180 days from the date this contract is signed by both Parties. This contract may be extended beyond its initial term for up to nine (9) months in one (1) month increments, under the same terms, conditions and price. Any extension will only becOme effective after both Parties mutually agree to the renewal. 3. Time is of the Essence I All of the attachments are attached hereto and incorporated herein for all purposes. - Time is of the essence in the rendering of services as set forth in this contract. 4. Submitting Invoices and Receiving Payment Acceptance Process will pay Contractor on the basis of itemized invoices submitted to and approved by showing the actual services performed and/or goods provided and the attendant charge. Itemized invoices must clearly identify the project phase, services delivered and the date range of work performed for the associated charge. Chapter 2251 of the Texas Government Code shall govern payment and accrual of interest on any overdue payments. Invoices must also include the XDPS Purchase Order number, Contractor?s Texas Identification Number System (TINS) number, Contractor?s address, Contractor?s contact person and Contractor?s phone number. The invoice must further be accompanied by an itemized statement of cost. All invoices must be mailed to: EMERGENCY MANAGEMENT DIVISION TEXAS OF PUBLIC SAFETY ATTENTION: GISELA RYAN-BUNGER PO BOX 4087 AUSTIN TX 78773 If for any reason, including lack of supporting documentation, disputes any items in any invoices submitted by Contractor, shall temporarily delete the disputed items and pay the remaining amount of the invoice. shall notify Contractor of the dispute and request clarification and/ or remedial action. After any diSpute shall have been settled, Contractor shall include, if warranted-the disputed amount on a subsequent regularly scheduled invoice or on a special invoice for the disputed items only. Reimbursements authorized in the Statement of Work, including any travel reimbursements, will be made according to the applicable state rates. 5. Compliance with Permitting and Purchasing Laws Contractor must be in compliance with any and all applicable permitting and purchasing laws that 1 Texas state agencies must address before conducting business with a vendor. Contractor agrees that payments under this contract must be applied towards any of Contractor?s debts to the State of Texas, including, but not limited to any child support or delinquent taxes, until paid in full. 6. Compliance with State, Federal, and Local Laws, Rules and Regulations Contractor must comply with all applicable state, federal and local laws and ordinances in providing services to under this contract. Without limiting the generality of the foregoing, Contractor must be able to demonstrate compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of to common law employees. Contractor is responsible for both federal and state unemployment insurance coverage and standard workers? compensation insurance coverage. Contractor must comply with all federal and state tax laws and withholding requirements. will not be liable to ContraCtor/subcontractor(s) or its employees for any Unemployment insurance or workers? compensation coverage or federal or state tax withholding requirements. Contractor may be required to demonstrate compliance with such laws at the written request of - Contractor shall provide all labor and equipment necessary to furnish the deliverables and to perform the services under this contract. All employees of Contractor shall be a minimum of 17 years of age and experienced in the type of work to be performed. Absent prior, written permission from no visitors or relatives of Contractor?s employees and subcontractors will be allowed on State property unless they are bona fide employees or subcontractors of Contractor performing work under this contract. Contractor agrees that at all times its personnel must observe and comply with all laws, regulations and rules pertaining to state facilities, including but not limited to parking and security regulations. Additionally, Contractor personnel must agree to and comply with all relevant policies that relate to the security of data and confidentiality of information. In the event that any of Contractor?s personnel has failed to comply with such laws, regulations or rules, will have the right to require Contractor to remove such person from any involvement in this contract. 7. Conflict of Law, Choice of Law, UN. Convention on Contracts and, Venue This contract shall be governed by the substantive and procedural laws of the State of Texas. The following shall not apply to this contract: a) the conflicts of law principles and rules of any other jurisdiction; and b) the United Nations Convention on Contracts for the International Sale of Goods. Venue for any contract claims or litigation shall be in the State Office of Administrative Hearings or a court of competent jurisdiction in Travis County, Texas. 8. orce Majeure Except as otherwise provided, neither Contractor nor shall be liable to the other for any delay in performance of, or failure to perform, any obligation contained herein caused by force majeure, provided the party seeking to be excused has prudently and acted to take any and all reasonable corrective measures that are within such party?s control; and provided, further, that any action or inaction by a subcontractor of a party shall not be considered to be outside the control of such party except to the extent the Parties may expressly agree otherwise in this contract. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been corrected. orce majeure is defined as those causes beyond the control of the party required to perform that are generally recognized under Texas law as a force majeure event, such- as acts of God, acts of war, epidemic and court orders. Contractor shall immediately upon discovery notify the project manager in writingof any delays in the implementation schedule or provision of services without regard to responsibility, fault or negligence. 9. Severability If one or more provisions of this contract, or the application of any provision to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a ?nal order/judgment of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of this contract and the application of the provision to other parties or circumstances will remain valid and in full force and effect. 10. Survival Any provisions of this contract that impose continuing obligations on the Parties. including, but not limited to the following, will survive the expiration or temiination of this contract for any reason: a. The indemnity and confidentiality obligations, b. Contractor?s news release, advertisement and publicity restrictions, c. Ownership rights and d. Recordkeeping requirements and audit rights 11. Non-Waiver of Defaults Any failure of at any time, to enforce or require the strict keeping and performance of any provision of this contract will not constitute a waiver of such provision, and will not affect or impair same or the right of at any time to avail itself of same. Liability?forEmployees and" Of?cers Each party to this contract shall have no liability whatsoever for the actions or omissions of an individual employed by another party, regardless of where the individual?s actions or omissions occurred. Each party is solely responsible for the actions and/or omissions of its employees, of?cers and agents; however, such responsibility is only to the extent required by Texas law. Where injury or property damage result from the joint or concurring negligence of the Parties, liability, if any, shall be shared by each party in accordance with the applicable laws of the State of Texas, subject to all defenses, including governmental immunity. These provisions are solely for the bene?t of the Parties hereto and not for the benefit of any person or entity not a party hereto; nor shall any provision hereof be deemed a waiver of any defenses available by law. 13. Legislative Action is a state agency whose authority is subject to the actions of the Texas Legislature and the United States Congress. If and/or the subject matter of this contract become subject to a legislative or regulatory change or the revocation of statutory or regulatory authority that would render the services and/or goods to be provided under this contract impossible, unnecessary, void or substantially amended or that would terminate the appropriations for this contract, may immediately terminate this contract without penalty to, or any liability whatsoever on the part of, the State of Texas and the United States. This contract does not grant Contractor a franchise or any other vested property right. Termination under this section is immediate, so is not required to provide 30 days notice under this section. 14. Termination by Default In the event that Contractor fails to carry out or comply with any of the requirements of this contract with may notify Contractor of such failure or default in writing and demand that the failure or default. be remedied within ten (10) days. In the event that Contractor fails to remedy such failure or default within the ten (10) day period, will have the right to cancel this contract upon ten (10) days written notice. The cancellation of this contract, under any circumstances whatsoever, will not affect or relieve Contractor from any obligation or liability that may have been incurred pursuant to this contract, and such cancellation by will not limit any other right or remedy available to at law or in equity. 15. Termination for Cause or Convenience This contract may be terminated as follows: a For Convenience: This contract may be terminated, without penalty, by without cause by giving thirty (30) days written notice of such termination to Contractor. - 0 For Cause: This contract may be terminated by if Contractor fails to perform as agreed or is otherWise in default, without the necessity of complying with the requirements in the section herein entitled ?Termination by Default.? If Contractor defaults on the contract, reserves the right to cancel the contract without notice and to either re-solicit or re?award the contract to the next best responsive and responsible proposer. The defaulting contractor will not be considered in the re?solicitation and may not be considered in future solicitations for the same type of work, unless the specification or scope of work significantly changed. 16. Termination Liability (for Termination for Convenience) In no event will termination for convenience by give rise to any liability whatsoever on the part of whether such claims of Contractor are for compensation for anticipated profits, unabsorbed overhead, interest on borrowing, or for any other reason. sole obligation hereunder is to pay Contractor for services ordered and received prior to the date of termination, if accepts suchservices. 17. No Joint Enterprise is associated with Contractor only for the purposes and to the extent set forth herein, and with respect to the performance of services hereunder, Contractor is and shall be an independent contractor and shall have the sole right to supervise, manage, operate, control, and direct the performance of the details incident to its duties hereunder. Nothing contained herein shall be deemed or construed to create a partnership or joint venture, to create the relationships of an employer-employee or principal?agent, or to otherwise create any liability for whatsoever with respect to the indebtedness, liabilities, and obligations of Contractor or any other party. 18. Assignment by the Contractor Contractor must not assign or transfer any interest in this contract without the express, prior written consent of 19. Successors This contract shall be binding upon and shall inure to the benefit of the Parties hereto and their reSpective successors, heirs, administrators, personal representatives, legal representatives and permitted assigns. 20. News Releases, Advertisements and Publicity Contractor must not make news releases, public announcements, 'or public disclosures, nor will it have any conversations with representatives of the news media, pertaining to this contract, without the express, prior written approval of XDPS, and then only in accordance with explicit written instructions from contractor must not use name of the State of exas or in any advertisement, promotion or otherwise for-any purpose regarding this contract without the express prior written consent of is not authorized to provide endorsements. 21. Employee Non-Solicitation Contractor must not, durin'gsthe term of this contract and for a period of twelve (12) months thereafter, solicit for employment any person who is a employee or was a employee during the previous twelve (12) months with whom Contractor had substantial contact in the course of performing- its obligations under this contract. Indirect solicitations, such as newspaper and internet annbirncernents, are not prohibited by this section. 22. Contract Amendments} No modification or amendment to this contract will become valid unless in writing and signed by both Parties. All correSpondence regarding modifications or amendments to this contract must be forwarded to for pilot review and approval. Only the Executive Director of the Texas Department of Public Safety or his/her designee will be authorized to sign changes or amendments. . may, from time to time, modify this contract?s terms or require changes in the services of Contractor to be performed under this contract. Such modi?cations or changes, which are mutually agreed upon by between and Contractor, will be incorporated in a written amendment or Change Order to this contract. 23. Con?dentiality All information provided to Contractor or created by Contractor in performing the services under this contract con?dential and shall not be used by Contractor or disclosed to any person or entity, unless such use or disclosure is required for Contractor to?perform work under this contract. The obligations of this section do not apply to information that is required to be disclosed by law or final order of a court I-?of competent jurisdiction or regulatory authority, provided that Contractor shall furnish prompt written notice of such required disclosure and shall reasonably cooperate with at cost and expense, in any effort made by to seek a protection order or other appropriate protection of its confidential information. Contractor shall notify of any unauthorized release of con?dential information within two (2) days of when Contractor knows or should have known of such unauthorized release. Contractor agrees to maintain all confidential information in confidence during the term of this contract and after the expiration or earlier termination of this contract. If Contractor has any quest-ions or doubts as to whether particular material or information is confidential information, Contractor shall obtain the prior written approval of prior to using, disclosing or releasing such information. Contractor acknowledges that confidential information is unique and valuable, and that will have no adequate remedy at law if Contractor does not comply With its confidentiality obligations under this contract. Therefore, shall have the right, in addition to any other rights it may have, to obtain in any Travis County court of competent jurisdiction temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specificallyenforce any confidentiality obligations of Contractor if Contractor fails to perform any of its confidentiality obligations under this contract. Contractor shall immediately return to all confidential information when this contract terminates or at such earliertime as when the confidential information is no longer required for the performance of this contract or when request that such confidential information be returned. Information, documentatioiiland other material .in connection with this contract, including Contractor?s proposal, may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code. i 24. Right to Audit and" Inspect At any time during the of this contract and for a period of four (4) years thereafter (as applicable), or a authorized audit representative of at its expense and at reasonable times, reserves the right to: 24.1 Inspect Services 1. has thdiight to inspect and test all services called for by this contract, to the extent practicable at all times and places during the term of this contract. A 7 shall perform inspections and tests in a manner that will not unduly delay the work. 2. If XDPS performs inspections or tests on the premises of Contractor or a subcontractor, contractor shall furnish, and shall require subcontractor(s) to furnish, at no increase tor-this contract?s price, all reasonable facilities and assistance for the safe and convenient performance of these duties. If any of the stir-vices do not conform to this contract?s requirements, may require Contrac?tbr to perform the services again in conformity with this contract?s requirements, at no increase in this contract?s amount, in addition to all other legal and equitable remedies. I 24.2 Audit I reserves the right to audit Contractor?s records and documents regarding compliance with contract. Contractor is also subject to audit by any other department or agency, including federal agencies,,responsible for determining that the Parties have complied with the applicable laws. The State Auditor may conduct an audit or investigation of any entity receiving funds from the State of Texas directly under this contract or indirectly through a subcontract under this contract. Acceptance of funds directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the the legislative audit committee, an 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. Contractor must all records and documents regarding this contract for the term of this contract and for four (4) years after the termination of this contract. 25. Ownership of Deliverables Any source code, research, reports, studies, data, photographs, negatives or other information, documents, drawings or materials prepared by Contractor in the performance of its obligations under contract shall be the exclusive property of the State of Texas. Contractor must deliver all such source code, research, reports, etc. to upon completion, terrninatioiror cancellation of this contract or upon the deadline established for providing each deliverable to under the contract, whichever is sooner. The ownership rights hereiirigshall include, but not be limited to, any copyrights, patents, trade secrets, copyright or patent applications, other intellectual pr0perty, as well as the right to copy, publish, display, transfer, license, prepare derivative works, or otherwise use the source code, research, reports, etc. All publications created with funding under the US. Department of Homeland Security (Project Number Award Date: 09/27/05) shall prominently contain the following statement: ?iThis Document was prepared under a grant from the Office of State and Local Government Coordination and Preparedness United States Department of Homeland Security. ijoints of View or opinions expressed in this document are those of the authors and do not necessarily represent the official position or policies of or the US. Department of Homeland Security.? 26. Excluded Parties List 27. Contractor certifies thatit and'its principals are eligible to participate in this transaction and have not been subjectedgto suspension, debarment, or similar ineligibility determined by any federal, state or local gdvernmental entity and that Contractor is in compliance with the State of Texas statutes and rules relating to procurement and that Contractor is not listed on the federal government?s terrorism watch list as described in ExecutiveOrder 13224. Entities ineligible for federal procurement are listed at Chapter 2260, Texas Gaverrunent Code Contractor must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code and the applicable administrative rules to attempt to resolve all contract claims arising under this contract. 28. Antitrust 29. 3G. 31. 32. Contractor hereby assigns to any and all claims for overcharges associated with this contract 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, Texas Business and Commerce Code Section 15.01, et seq. (1967). Indemnity EXCEPT AS OTHERWISE STATED HEREIN, CONTRACTOR SHALL INDEMNITY AND HOLD AND THE STATE OF TEXAS (INCLUDING ITS DIRECTORS, EMPLOYEES, AGENTS AND THEIR SUCCESSORS) HARMLESS FROM AND AGAINST ANY OF THE FOLLOWING THAT ARISE OUT OF OR RESULT FROM NEGLIGENCE, FAULT, ACT, OMISSION, BREACH OF THIS CONTRACT OR VIOLATION OF ANY STATE OR-FEDERAL LAW EXPENSES (INCLUDING, WITHOUT LEVIITATION, FEES, COURT COSTS, INVESTIGATION COSTS AND ALL DIRECT OR INDIRECT COSTS OR EXPENSES INCURRED IN DEFENDING AGAINST ANY CLAIM, LAWSUIT OR OTHER PROCEEDING, INCLUDING THOSE EXPENSES INCURRED IN ANY NEGOTIATION, SETTLEMENT OR ALTERNATIVE DISPUTE INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS CONTRACT OR THE RIGHTS PROVIDED THEREIN. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS. AGREEMENT. IN ANY AND ALL CLAIMS AGAINST THE STATE OF TEXAS ITS EMPLOYEES AND AGENTS, BY ANY EMPLOYEE OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS, THE INDEMNIFICATION OBLIGATION UNDER THE AGREEMENT WILL NOT BE LIMITED IN ANY WAY BY THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR CONTRACTOR OR ANY OF ITS SUBCONTRACTORS UNDER DISABILITY COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEE BENEFITS ACTS. - Buy Texas Pursuant to Section 2155,4441 of the Texas Government Code,vContractor shall buy Texas products and materials for use in providing the services authorized in this contract 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. Famin Law Code Under Section 231.006, Family Code, Contractor certifies that the individual or business entity named in this contract is not ineligible to receive the Specified payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Commencement of Work 33. 34. 35. 36. Any work performed before final execution of this contract must be at Contractor's risk and will not be reimbursed, Rolling Estoppel will be conclusively deemed to have fulfilled its obligations under this contract, unless receives a deficiency report from Contractor within five (5) business days of the occurrence of the alleged deficiencies and Contractor identifies Specific deficiencies in fulfillment of its obligations in that report. Deficiencies must be described in terms of how they have impacted the specific performance requirement of Contractor. Contractor is estopped from claiming- that a situation has arisen that might otherwise justify changes in the project timetable, the standards of performance under this contract or the project cost, if Contractor knew of that problem and failed to include it in the applicable report. In the event Contractor identi?es a situation wherein" is impairing Contractor?s ability to perform for any Contractor? deficiency report must contain Contractor?s suggested solutions to the situation(s). These suggestions should be in sufficient detail so that the project manager' can make a prompt decision as to the best method of dealing with the problem and continuing the project in an unimpeded fashion. Governing Law and Venue This contract will be cohstrued and governed by the laws of the State of Texas. Venue for any litigation or contested case hearing will be Travis County, Texas. Technology Access Contractor expressly acknowledges that state funds may not be expended in connection with the procurement of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor'represents and warrants to that the technology provided to for this procurement is capable, either by virtue of features included within the technology or because is readily adaptable by use with other technology, of: 3. Providing equivaleiitaccess for effective use by both visual and non?visual means; b. 7 Presenting information, including prompts used for interactive communications, in formats intended for nonsvisual use; and c. Being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this pafagraph, the phrase ?equivalent access? means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive?devices or services which would; constitute reasonable accommodations under the Americans with . Disabilities Act or similar State or Federal laws. Examples of methods which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. Criminal History Background Checks lO 37. 38. 39. 40. Contractor must have its project personnel submit to a fingerprint?based criminal history background inih??stigation, if required by To facilitate this criminal history background investigation, each person must be required to complete a HR Personal History Statement form, which Will be provided by If requires a fingerprint?based criminal history background investigation, Contractor must not allow personnel to work on the project who have not submitted to and successfully completed a fingerprint?based criminal history background investigation. Subcontractors Contractor must assur?e full responsibility for all services performed under the contract. will consider Contractor to be the sole point of contact with regard to contractual matters, including payment of any and all charges under the contract. If any part of the work is planned to be subcontracted, Contractor must include a list of subcontractors, including the firm name, address, and contact person of each subcontractor, a complete description of the work to be subcontracted, financial statements for each subcontractor, and descriptive information concerning each subcontractor?s qualifications. Contractor must not delegate any duties under the contract to a subcontractor unless has given written consent to the delegation. will have the right to approve all subcontractors and to require Contractor to replace any subcontractor found, in the opinion of either initially pr based on performance, to be unacceptable. reserves the tight to receive c0pies of and review all subcontracts. The management of any subcontractor will be the sole responsibility of Contractor, and failure by a subcontractor to perform will be deemed to be failure of Contractor. Contractor must make all payments to subcontractors and suppliers. will not direct payments for services or products?acquired in connection with the contract other than to Contractor, nor will release Contractor from having to perform any obligations under the contract, notwithstanding the fact that a subcontractor may have beenengaged by Contractor to perform those obligations. All subcontracts shall include all applicable provisions contained in this contract and any provisions required bylaw. - Sales and Use Tax as an agency at 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. Contractor may claim exemption from payment of applicable state taxes by complying with such procedures as may be prescribed by the Texas Comptroller of Public Accounts. Historically Business and Disadvantaged Business Enterprise Contractor must comply with all State and DBE reporting requirements, if applicable. Contractor must also comply with the attached HUB Subcontracting Plan. Notices 11 41. Any notice required or permitted under this contract shall be directed to the respective Parties at the addresses shown? below and shall be deemed received: (1) when delivered in hand and a receipt granted; (2) three days after it is deposited in the United States mail by certified mail, return receipt requested; or (3) when received-if sent by confirmed facsimile: If to - Texas Department Eff Public Safety 5805 N. Lamar Bldg. A Austin, Texas 7 ATTN: Gisela RyaiisBunger Facsimile: (512) 42mm With a copy to: p, Texas Department 5f Public Safety 5805 N. Lamar BlVd;, Bldg. A Austin, Texas 78755: ATTN: Chief of Finance, Oscar Ybarra Facsimile: (5134275124816 If to Contractor: Abrams Learning information Systems, Inc. 2800 s. Shirlingtori Rd. Suite 503 Arlington, VA 22266- Attn: Joe efferis Facsimile 703 379:4534 Either of the Parties may change its address or designated individual(s) to receive notices by giving the other party Written notice as provided above, specifying the new address and/or individual and the date iipon which it shall become effective. Complaints In addition to other remedies contained in this contract, Contractor may direct their written complaints to the followmg office: Texas Department of Safety ATTN: Oscar Ybarra Chief of Finance 12 42. 43. 44. 5805 North Lamar Boulevard, Building Austin, Texas 78752 I, Telephone: (512) 424-2f562 Fax: (512) 4245950 E-mail: Standards for Information Technology Contractor must consider and accommodate statewide standards for information technology. These statewide standards are located at Personnel - Contractor warrants that-tall persons assigned to the project are employees or subcontractors of Contractor, and are fully qualified to perform the work required herein. Personnel commitments" made in Contractor?s proposal will not be changed without the prior written notification of The personnel commitments in Contractor?s proposal are differentiated by the ?core? and the ?reach back? personnel. Members of the ?core? team will have direct interface with the and other stakeholders within the State of Texas and are as follows: a) John N. Abrams, b) Leon H. ?Lee? Rios, c) Roy Y. ?Mac? Sikes, d) Sam D. Doyle, and e) A. Klooster. The ?core? team will remain in contact with the ?reach back?? team for additional support and expertise on an as needed basis. The reach back team consists of a) John P. Cavanaugh, b) Loren C. Vajda; 0) Russell Goehring, and (1) Gregory Bozek. Replacement of personnel, if approved by must be with personnel of equal or greater ability and qualifications. will be the arbiter of whether the I replacement personnel have equal or greater ability and qualifications? than the personnel being replaced. Contractor must assign all personnel identified in its proposal to complete all of their planned and assigned responsibilities in connection with performance of the obligations of Contractor under this contract. will have the right to approve the assignment and replacement by Contractor of all personnel assigned to provide services or to provide on?site representation of Contractor. Before assigning a replacement individual for any of the personnel commitments identified in Contractor?s proposal, Contractor must notify of the proposed assignment, must introduce the individual to the appropriate representatives of must provide a transfer of knowledge validation and must provide to a resume and any other information about the individual reastmably requested by reserves the right to interview the individual before granting approval. Replacement of Personnel at Request reserves the to require Contractor to replace Contractor personnel whom judges to be int-fempetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed Contrary to the best interests of or the State of Texas. Before a written request is issued, authorized representatives of and Contractor will discuss the circumstances. Upon receipt of a written request from an authorized representative of Contractor ans: be required to proceed with the replacement. The replacement request must include desired replacement date and the reason for the request. Contractor l3 45. 46. 47. 48. 49. 50. must use its best efforts to effect the replacement in a manner that does not degrade service quality. Contractor must also provide with evidence of a sufficient transfer of knowledge to the proposed replacement. This provision will not deemed to give the right to require Contractor to terminate any Contractor employee's employment. Rather, this provision is intended to give only the right to require that Contractor discontinue using an employee in the performance of Services for Unauthorized Removal of Personnel It is critical to the overall success of the project that Contractor not remove or reassign, without priorw'ritten approval (which approval will not be unreasonably withheld), any of the assigned personnel until such time as the personnel have completed all of their planned and assigned responsibilities in connection with performance of Contractor's obligations under the contract. Without prior written approval from personnel will only be changed in the event of death, personal injury or debilitating illness or termination of employment with Contfa?ctor, The unauthorized removal of personnel by Contractor will be considered by as a material breach of the contract and grounds for termination. State Exculpation Contractor acknowledges and agrees that will not be liable to Contractor for any increased costs or expenses that may be incurred by Contractor, or for any other damages that may be suffered by the Contractor, as a result of any act or omission of any other contractor to the State of Texas or" Availability of Manpower All of the obligations and requirements in this contract are subject to the availability of XDPS manpower are subject to the practicability of to perform such obligations and requirements. The determination regarding availability of manpower and the practicability XDPS to perform such obligations and requirements is within the sole discretion of management. Interpretation Againsi the Drafter Regardless of which drafted the contract or the language at issue, any ambiguities in the contract or the language at issue Will not be interpreted against the drafting party. Non-incorporation Cla?iise This contract embodies. the entire agreement between the Parties regarding the project described in this contract, and there have been and are no oral or written covenants, agreements, understandings, representations, warranties or restrictions between the Parties regarding the project deseribed in this contract other than those specifically set forth herein. Multiple Contracts 14 This contract may be executed in a number of identical counterparts, each of which shall deemed an original for all purposes. In making proof of this contract, it shall not necessary to produce or account for more than one such counterpart. 51. Headings The headings, captions and arrangements used in this contract are, unless Speci?ed otherwi: for convenience only and shall not be deemed to limit, amplify or modify the terms of ti contract, nor to affect the meaning thereof. IN WITNESS WHEREOF, the Parties to this contract have signed and delivered t1". contract. Abrams Learning information Systems, Inc: Texas Department of Public Safety: Rafa- 3 #124,