STATE OF TEXAS DivisionIOro
Code:
COUNTY OF TRAVIS 200 Program Name: 
Speed Chart: Authority:
Payee Name: AvenirEducation. Inc.
dba Contract :5 736
Payee ID: P0 ii: .3 {5590

 

 

 

 

TEXAS EDUCATION AGENCY STANDARD CONTRACT

ARTICLE I. PARTIES TQ CONTRACT

This agreement is entered into by and between the Texas Eduaation Agen . a Texas State A an 
AvenirEducation. Inc. dba (Contractor). I 9 or an

ARTICLE II. PERIOD OF CONTRACT

TEA shall pay Contractor for the reasonable and approved costs incurred by Contractor in connection with the
Contract Project during the period beginning May 1. 2017 and ending September 30. 2017 unless renewed or
terminated as otherwise provided for this contract. TEA. at its own discretion. may renew the contract awarded for up
to one additional ?scal year under the same or different terms subject to appropriation of funds by the Texas
Legislature for this project. If renewed the renewal period shall be October 1. 2017 through August 31. 2018.

ARTICLE PURPOSE OF CONTRACT

The purpose of the project is to provide the Agency immediate capacity to advance its special education priorities.
has deep and exclusive expertise in special education and Its data mining of students' mandated
individualized education plans (IEPs) with analytics that reveal trends. insights. and correlations that are unique.
will leverage these insights using a systems-level design thinking approach to identify ways to improve the
IEP process and pilot solutions based upon the analytics. trends and insights. Contractor shall perform all of

the functions and duties set described herein and in the exhibits and appendices to this Contract. which are attached
hereto and incorporated by reference.

ARTICLE iv. PAYMENT UNDER CONTRACT

Subject to the availability to TEA of funds for the purpose(s) of this contract. TEA shall pay to Contractor by State of
Texas wan-ands) the amount of 2,100,000.00 for the performance. satisfactory to the TEA. of Contractor?s functions
and duties under this Contract. Payment to Contractor by TEA will be made in accordance with Exhibit A, Statement
of Work and Budget. which is attached hereto and incorporated herein by reference.

ARTICLE V. GENERAL AND SPECIAL PROVISION NTRA

Attached hereto and incorporated herein by reference are the General Provisions and the Special Provisions
indicated below with an beside each:

Special Provisions A. Program Speci?c
Special Provisions B. Debarment (required if utilizing federal funds)
Special Provisions C. Lobbying (required if utilizing federal funds 8. over $100,000)

El Special Provisions D. Historically Underutillzed Business Subcontracting Plan (HSP) (required for competitive
solicitations over $100,000.00)

Texas Government code ?2252.901 prohibits the agency Into entering into an employment contract. a professional
services contract. or a consulting services contract with a former or retired TEA employee before the second
anniversary of their last date of regular employment.

Texas Government Code ?572.069. CERTAIN EMPLOYMENT FOR FORMER STATE OFFICER OR EMPLOYEE
RESTRICTED. A former state officer or employee of a state agency who during the period of state service or
participated on behalf of a state agency in a procurement or contract negotiation involving a person may
not accept employment from that person before the second anniversary of the date the officer's or employee's service
or employment with the state agency ceased.

ARTICLE VI. ENTIRE CO CT
This contract together with the documents including but not limited to Appendices. Attachments. and Exhibits
"13030an herein and incorporated by reference. contains the entire agreement between the parties relating to the

 

AGREED and accepted on behalf of Contractor effective beginning on the date of the 
and as indicated by signature below of a person authorized to bind ce as ?new? 

Typed name: Richard J. Nyankori
Typed title: CEO 0 i Signature

 

THIS SECTION RESERVED FOR TEA USE.
I. an authorized ot?cial of the Texas Education Agency. hereby certify that this contract is in compliance with the

 

 

 

 

authorizing program statute and applicable regulations ?lm authorize the services to be performed as written above.
AGREED and accepted on behalf of Agency on ?f Mi ?7 (moananyear) by a
person authorized to bind Agency. 
Return the electronic copy to:

Or by mail to: 
Norma Barrera Mike Moralh
Commissioner of Education

Texas Education Agency
Purchasing. Contracts and Agency Services Division
1701 North Congress Avenue Rm. 2-125

Austin. Texas 78701?1494

 

 

 

 

 

Exhibit A
Description of Work and Budget

meaningful. ?appropriately ambitious? progress that results
applicable to all students. in commensurate academically pro?ciency

Contractor shall provide systems-level Special education transformation through IEP 3 tion and
analytics and strategic consulting based on design thinking speci?cally used In the K12 to
rapidly advance change in the program.

Detlverables include:

0 Aggregate up to 350.000 lEPs from districts that select to be part of this TEA initiative to understand
how to create a local standard for 'appnopriatety ambitious?
Complete a customized analytical report(s) based on the aggregation
Utilize 120 consulting hours of a special education strategist with experience in managing and
resolving complex special education issues

0 De?ne ?appropriately ambitious? progress in the Texas context and commensurate with local

Statues
0 Establish a statewide design group focused on enhancing the delivery of special education services

in the state
0 Conduct training on new solutions with TEA stall and other critical leaders throughout the state

interview key stakeholders in special education to inform change efforts
Co-develop 1-2 pilot programs to be implemented in another scope of work that have potential to
signi?cantly advance the processes related to special education and improve outcomes for

students with disabilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deliverable Timeline Budgeted Amount
Aggregating student records 913012017 $1,000,000
Customized analytic report on data 913012017 5200.000

Ongoing consulting hours (multiple people at 120 hours each) 913012017 $50,000

Align data to dra? appropriate targets 913012017 $150,000
Establish a statewide design group 913012017 $150,000
Conduct three trainings 913012017 $150,000
Conduct at least 50 interviews 913012017 $30300

Develop 2 pilot programs 913012017 $370,000

 

Exhibit 

Invoice and Payment Schedule

 

 

 

 

Month Amount

May 2017 $420,000

June 2017 $420,000" *Payments are based on progress completed for each
deliverable

July 2017 $420,000?

 

August 2017 $420,000Ir

 

 

September $420000"
2017
Total $2,100,000

 

 

 

 

The ?rst payment would be due and invoiced upon receipt of the fully executed contract and the
remaining payments would be billed the 25th of each month (June - September). The ?nal

payment would be a true-up of any outstanding balance to reflect any holdbacks by the
Agency.

 

 

SPECIAL PROVISIONS - 
INSTRUCTIONS FOR CERTIFICATION

By signing and submittin this re osal
set out below. 9 the pmsDaw?m lower pamdpant is providing the certi?cation

1.

3,11: :atIi-Ii?wum in this clause is a material representation of fact upon which reliance was laced
transaction was entered mm. It is later determined that the prospectjv ti

participant knowingly rendered an erroneous certi?cation. in addition to other remedies3 eyebrl I:

the Federal Govemrnent. the department or agency with which this transaction engage: :tay

The prospective lower tier participant shall provide immediate

writte
director if at any time the prospective lower tier participant teams that 
when submitted or has become erroneous by reason of changed circumstances eous

The terms "covered transaction." 'debarred.? "SUSpended,' nine? ible . .
transaction.? ?participant.? "person." "primary covered transaction." 
?voluntarily exciuded.? as used in this clause. have the meanings set out in De?nition-Is and
Coverage sections of the rules implementing Executive Order12549. You may contact the agency?s
contracting of?ce for assistance in obtaining a copy of those regulations (13CFR Part 145).

The prospective lower tier participant agrees by submitting this proposal that. should the proposed
covered transaction be entered into. it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred. suspended. declared ineligible. or voluntarily excluded
from participation in this covered transaction. unless authorized by the department or agency with
which this transaction originated.

The prospective lower tier participant further agrees by submitting this proposal that it will include
the clause titled "Certification Regarding Debannent. Suspension. Ineligibility and Voluntary
Exclusion-Lower Tier Covered Transactions," without modi?cation. in all lower tier covered
transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certi?cation of a prospective participant in a
lower tier covered transaction that is not aware that the certi?cation is erroneous. A participant may
decide the method and frequency by which it determines the ineligibility of its principals. Each
participant may. but is not required to. check the Nonprocurement List.

Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render in good faith the certi?cation required by this clause. The knowledge and
information of a participant is not required to exceed that which is normally possessed by a prudent

person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions. if a participant in a
covered transaction knowingly enters Into a lower tier covered transaction with a person who is
suspended. debarred. ineligible. or voluntarily excluded from participation in this transaction. in
addition to other remedies available to the Federal Govemrnent. the department or agency with
which this transaction originated may pursue available remedies. including suspension andior

debannent

Special Provisions - 

I i It and VOILI 
ntary
equlred for all federally4unded I 

 

This certi?cation is required by the regulations implementin Executiv harm
CFR Part 145. The regulations were published 83 Part VII calla May 
The regulations may be Viewed and downloaded from the website:



READ INSTRUCTIONS ON NEXT PAGE BEFORE COMPLETING CERTIFICATION

CERTIFYING STATEMENT

1) The prospective lower tier participant certi?es. by submission of this Contract. that neither it nor its principals are
presently debarred. suspended, proposed for debarment. declared ineligible. or voluntarily excluded from

participation in this transaction by any Federal department or agency.
(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certi?cation. such

prospective participant shall attach an explanation to this Contract.

May 22. 2017

AvenirEducaiion. Inc. dba 
Date

Business Name

Richard Nyankori, CEO

Name Title of Authorized Rep sentative


Slgae?tu of Authorized Represe'ntati?

SBA Form 1624 (1292)

Special Provisions - 
Part A

Lobbying Certi?cation
(Required for all federally-funded contracts greater than $100,000)

Submission of this certi?cation is required by the Department
- - of Education rsuant to 31 .
for making or entering into a contract or subcontract over $1 00.000 with any and? (See next gaggcasu?z?sgfd?r??f?m?:

instructions.)
The undersigned certifies. to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the und
. ers ned.
in?uencing or attempting to in? uence an officer or employee of any agency. a Member of Congresig, an 
of Congress. or an employee of a Member of Congress In connection with the making of any Federal grant. the entering
into of any cooperative agreement. and the extension. continuation. renewal. amendment. or modification of any Federal

grant or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for in?uencing or attempting
to in?uence an of?cer or employee of any agency. a Member of Congress. an of?cer or employee of Congress. or an
employee of a Member of Congress in connection with this Federal grant or cooperative agreement. the undersigned shall
complete and submit Standard Form - Special Provisions Part ?Disclosure of Lobbying Activities.? in accordance
with its instructions.

The undersigned shall require that the language of this certi?cation be included in the award documents for all
subawards at all tiers (including subgrants, contracts under grants and cooperative agreements. and

subcontracts) and that all subreclpients shall certify and disclose accordingly.

(3)

This certification Is a material representation of fact on which the U3. Department of Education and the Texas
at when it made or entered into this grant or Contract. Any organization that fails to ?le the

Education Agency ratio
at less than $10,000 and not more than $100,000 for each

required certification shall be subject to a civil penalty of 
such failure.

AvenirEducation, Inc. dba 
Organization Name

RiphafaiNyankori. CEO .

May 22. 2017
Date

7?97

 

OMB 0348-0046

GENERAL INSTRUCTIONS FOR SPECIAL PROVISIONS - 0
PART A
LOBBYING CERTIFICATION

This Is a Congress of the United States and the U. S. De a
schedule to TEA for a federal-funded contract(s) with an a: rtrnent Of Education requirement. The Contractor must 5mm? this

roved amount i
any obligations established by the Contractor unless this sthedule is Of 5100.000. TEA be unable to pay for

In addition. if the Contractor makes a subgrant or subcontract in excess of 1 0
the Contractor shall require this form to be ?led with and retained by the to a
the certi?cation subjects the Contractor to civil penalties.

nothar organization of any type. then
According to federal law. failure to obtain

(1) This certi?cation states that the Contractor is prohibited from usin
any member of Congress or its employees or any federal agency
grant.

9 federal funds for in?uencing or attempting to in?uence
employee concerning the making or awarding of a federal

(2) This certi?mtion states that the Contractor is prohibited from using federal funds for in?uencing or attempting to in?uence

any member of Congress or its employees or any federal agency employee concerning the making or awarding of a federal
grant.

(3) This certi?cation also states that if the Contractor pays or has paid any funds other than federal funds to any one person or
organization for in?uencing or attempting to in?uence any member of Congress or its employees. or any federal agency
employee concerning the making or awarding of a federal grant. that the Contractor will disclose to whom payments were
made. how much money was involved and the type of work involved. The Contractors must use Special Provisions Part
B. Disclosure of Lobbying Activities for complying with this disclosure requirement. The Contractor shall require this form
to be ?led with the Contractor on any subgrants or subcontracts it makes in excess of $100,000 if funds have been spent
as stipulated in this paragraph. The Contractor will then forward a legible copy of Special Provisions Part B. Disclosure
of Lobbying Activities to the Texas Education Agency.

Additionally. this certi?cation requires the Contractor to incorporate the language of this certi?cation into any award or Contract
documents for awarding subgrants or subcontracts that exceed $100,000 and that subgrantees and subcontractors shall certify
and disclose accordingly.

TEXAS EDUCATION AGENCY
Disclosure of Lobbying Activities

Complete this form to disclose lobbyin
9 activities for lobbyin Mm procured pursn 11?.
required for any federal grandma-act received In exces 0 ?000 :isciosu form
the instructions for this schedule for further information?10 (Rani:

Do not complete this disclosure term unless lobbying activities are being dissing?.

 

 

1. Type of Federal Action: 2- Status of Federal Action 3. Report Type
El Contract El alororrarrApprleauon El Initial Filing
El Grant El initial Award El Material Change
Cooperative Agreement Post-award For Material Change Only: Year
at Last awe?"

 

 

 

4- langugg?gdms of Reporting Entitw 5. it Entity in No. 4 is Subawardee Ente
Tier if Name and Address of Prime: 
Texas Education Agency
Congressional District. if known: . 
n.

 

Congressional District: 10
7. Federal Program NamelDescription:

 

6. Federal DeparbnentlAgency:
CFDA Number. if applicable: 

 

9. Amount. if known:

10. A) Name and Address of Lobbying Entity 3? "$2231": Perl?? 53m {include address. it
ram

8. Federal Action Number. if known:

 

{Hinwviduat Laslname. First name. Ml): {Last name First some Ml)
. 

 

11. Amount of Payment 

12. Form of Payment
13. Type of Payment retainer one-time fee El 

14. Brief Description of Services Performed

 

15. This disclosure of lobbying activities is a material representation of fact
upon which reliance was placed by the tier above when this 
transaction was made or entered into. This disclosure is required Signature.
pursuant to Title 31 U.S.C. 51352. This lnforrnation will be reported to
the Congress semi-annually and will be available for public Inspection. Print Name:
Any person who fails to ?le the required disclosure shall be subject to Title:
8 civil penalty of not less than $10,000 and not more than $100,000

for each such failure. Telephone No:

 

 

 

Date:
Federal Use Only: ?fthgazsdTigrYIiocat Reproduction Standard Fen-n?

 

 

 

 

 

 

GENERAL INSTRUCTION: FOR SPECIAL PROVISIONS - 


ART
DISCLOSURE OF LOBBYING ACTIVITIES

The ?"09 of this form is required for each payment or a

reement It
attempting to in?uence an officer or employee of any agency, for or
or an employee of a Member of Congress in connection with a covered Federal action Corn late lI It mployee a ?Bl-383'
the initial ?ling and material change report. 8' am that apply for both

1. ldenti the of covered Federal action for 
of a cgyveredtyigederal action. lobbying activity is andlor has been secured to influence the outcome

2. identify the status of the covered Federal action.

3. Identify the appropriate classification of this report if this Is a follow it
- report caused a material ch
previously reported. enter the year and quarter In which the change occurred. Enter in: date of the 
report by this reporting entity for this covered Federal action. 

Each organization shall ?le a disclosure form attire end of each calendar ow.
quarter in which there rs
requires disclosure or that materially affects the accuracy of the information contained in any disclosure 32333:;
tiled by such organization. An event that materially affects the accuracy of the information reported includes:
A cumulative increase of $25 .000 or more In the amount paid or expected to be paid for in?uencing or attempting
to in?uence a covered Federal action: or

A change in the organizationls) or individual(s) innuencln
A change in the empioyee(s). or Mambo
a covered Federal action.

9 or attempting to in?uence a covered Federal action; or
r(s) of Congress contacted to in?uence or attempt to influence

4. Enter the full name. address. city. state. and zip code of the reporting entity. include congressional district. if known. Check

10.

the appropriate classification of the reporting entity that designates it it is. or expects to be. a prime or subaward recipient.
Identify the tier of the subawardee. the ?rst subawardee of the prime is the 1st tier. Subawerds. include but are not
limited to. subcontracts. subgrants and contract awards under grants.
If the organization filing the report in item 4 checks 'Subawardee.? then enter the full name. address. city. state and zip code
of the prime Federal recipient. include congressional district. if known.
Enter the name of the Federal agency making the award or loan commitment. include at least one organizational level
below agency name. if known. For example. Department of Transportation. United States Coast Guard.
Enter the Federal program name or description for the covered Federal action (item 1). If known. enter the full Catalog of
Federal Domestic Assistance (CF DA) number for grants. cooperative agreements. loans. and loan commitments.
Enter the most appropriate Federal identifying number available for the Federal action identi?ed in item 1 Request for
Proposal (RFP) number: Invitation for Bid number; grant announcement number: the contract. grant. or loan award
number: the applicationlproposal control number assigned by the Federal agency). include pre?xes. 

For a covered Federal action where there has been an award by the Federal agency. enter the Federal amount of the award
for the prime entity identified in item 4 or 5.
(8) Enter the full name. address. city. state and zip code of the lobbying entity engaged by the reporting entity identi?ed in
item 4 to in?uence the covered Federal action.
Enter the full names of the individuai(s) performing services. and include full address if different from 10in). Enter Last
Name. First Name. and Middle Initial 

The certifying of?cial shall sign and date the form. print hislher name. title. and telephone number.

 5 It. . 13? - ?taaf 5" if, 
. .. .. 

A. De?nitions as used in these Contract Terms and Conditions:

1. Contract means the document entered into between TEA and Contractor or Performing Agency. including all of TEA's
attachments. appendices. schedules (including. but not limited to the General Provisions and the Special Provisions).
amendments and extensions of or to the Contract.

2. TEA. Receiving Agency. or Owner means the Texas Education Agency.

3. Proposer. Respondent. or Bidder identi?es a person or entity who responds to the following speci?c competitive solicitations;
Proposer or Respondent (may be used interchangeably) responds to a Request for Proposal; Respondent responds to a
Request for Quali?cations. Bidder responds to an Invitation for Bid. Proposer. Respondent. and Bidder infer pre-solicitation
award status and Contractor infers post-award status.

4. Proposat. or Response. or Bid Package. is what a Proposer. or Respondent. or Bidder submits in response to the following
speci?c competitive solicitations: a Proposal or Response (may be used interchangeably) is submitted for a Request for
Proposal; a Response is submitted for a Request for Quali?cations; a Bid Package is submitted for an Invitation for Bid:

5. Contractor or Performing Agency means the party to this Contract who is providing the contracted goods or services to TEA.
the Receiving Agency.

6. Project Manager/Administrator means the respective person(s) representing TEA or Contractor. as indicated by the Contract.
for the purposes of administering the Contract Project.

7. Contract Project means the purpose intended to be achieved through the Contract.

8. Amendment means a contract document used to formalize additions or changes to the Contract mutually agreed to by both
Parties.

9. Major Contract means any contract that has a value of at least $1 million pursuant to Texas Government Code Section


10. Works means all tangible or intangible material. products. ideas. documents or works of authorship prepared or created by
Contractor for or on behalf of TEA at any time after the beginning date of the Contract. ?Works? includes but is not limited to
computer software. data. information. images. illustrations. designs. graphics. drawings. educational materials. assessment
forms. testing materials. logos. trademarks. patentable materials. etc. "Works" does not include any presexisting materials of
Contractor. or any licensed third party materials provided by Contractor.

t. intetiectuaf Property Rights means the worldwide intangible legal rights or interests evidenced by or embodied in: any idea.
design. concept. method. process. technique. apparatus. invention. discovery. or improvement. including any patents. trade
secrets. and know-how; any work of authorship. including any copyrights. moral rights or neighboring rights; any
trademark. service mark. trade dress. trade name. or other indicia of source or origin: (ct) domain name registrations: and 
any other similar rights. The Intellectual Property Rights of a party include all worldwide intangible legal rights or interests that
the party may have acquired by assignment or license with the right to grant sublicenses.

12. TEA Confidentiat information means information that is con?dential under the provisions of the Family Educational Rights and
Privacy Act (F ERPA). the Texas Public lnfonnation Act. or other applicable state or federal laws. Examples of TEA Con?dential
Information include: personally identi?able student information: social security numbers: driver?s license numbers;
criminal background checks: e-mail address of a member of the public. unless the individual waives his or her right to
e-mail con?dentiality by af?rmatively consenting to disclose the e-mail address or the individual seeks to contract or has a
contract with TEA: certain personnel information concerning a TEA employee including home address. home telephone
number. emergency contact information. and family member information (if the employee elects in writing to keep this
information con?dential). personal medical information. and information re?ecting personal ?nancial decisions such as the
employee's choice of insurance carrier or choice to contribute money to a 401(k); biometric identi?ers such as ?ngerprints:
(9) information about security vulnerabilities in TEA systems: and SAS data sets.

 

B. Funding Out Clause: This Contract is contingent upon the availability of funding. It funds become unavailable through lack of
appropriations. legislative or executive budget cuts. amendment of the Appropriations Act. state agency consolidations. or any other
disruptions of current appropriations. this Contract is void upon the insuf?ciency (in discretion) or unavailability of appropriated
funds. In addition. this Contract may be terminated by TEA at any time for any reason upon notice to Contractor. Expenditures andtor
activities for which Contractor may claim reimbursement shall not be accrued or claimed subsequent to receipt of such notice from
TEA.

C. Indemnification:

Acts or Omissions

Contractor shall indemnify and hold harmless the State of Texas and TEA. THEIR OFFICERS. AGENTS. EMPLOYEES.
REPRESENTATIVES. CONTRACTORS. ASSIGNEES. 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 Contractor or its agents. employees. subcontractors. order ful?llers. or suppliers of subcontractors in
the execution or performance of the Contract and any purchase orders issued under the Contract. THE DEFENSE SHALL BE
COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE
NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND TEA AGREE TO
FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Revised 9.22.16

at? - .141 AL. I ..

4. - -- 

Infringements
1. Contractor shall indemnify and hold harmless the State of Texas and the TEA. THEIR EMPLOYEES. AGENTS.

REPRESENTATIVES. CONTRACTORS. ASSIGNEES. ANDIOR DESIGNEES from any and all third party claims 
infringement of United States patents. copyrights. trade and service marks. and any other intellectual or intangible property
rights in connection with the PERFORMANCES OR ACTIONS OF CONTRACTOR PURSUANT TO THIS
CONTRACT. CONTRACTOR AND TEA AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY
SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING FEES.
THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL
WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE
ATTORNEY GENERAL.

2. Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: use of the
product or service for a purpose or in a manner for which the product or service was not designed. (ii) any modi?cation made
to the product without Contractor?s written approval. any modi?cations made to the product by Contractor pursuant to
TEA's speci?c instructions. (iv) any intellectual property right owned by or licensed to TEA. or any use of the product or
service by TEA that is not in conformity with the terms of any applicable license agreement.

3. If Contractor becomes aware of an actual or potential claim. or TEA provides Contractor with notice of an actual or potential
claim. Contractor may (or in the case of an injunction against TEA. shall). at Contractor's sole option and expense; procure
for the TEA 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 TEA's use is non-infringing.

Taxes/Workers Compensation/Unemployment Insurance Including Indemnity

CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT. CONTRACTOR
SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF AND CONTRACTOR 
TAXES OF WHATEVER KIND. ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR
AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS. INCLUDING LANS
REGARDING WAGES. TAXES. INSURANCE. AND COMPENSATION. TEA ANDIOR THE STATE SHALL NOT BE
LIABLE TO CONTRACTOR. ITS EMPLOYEES. AGENTS. OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION
OF UNEMPLOYMENT INSURANCE ANDIOR COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE
EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.

CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS TEA. THE STATE OF TEXAS ANDIOR THEIR EMPLOYEES.
AGENTS. REPRESENTATIVES. CONTRACTORS. ANDIOR ASSIGNEES FROM ANY AND ALL LIABILITY. ACTIONS. CLAIMS.
DEMANDS. OR SUITS. AND ALL RELATED COSTS. FEES. AND EXPENSES. RELATING TO TAX LIABILITY.
UNEMPLOYMENT INSURANCE COMPENSATION IN ITS PERFORMANCE UNDER THIS
CONTRACT. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING FEES. THE
DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY
GENERAL. CONTRACTOR AND TEA AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.

For local educational agencies (LEAs). regional education service centers (ESCs), public institutions of higher education (lHEs).

and state agencies: Contractor or Performing Agency. to the extent permitted by law. shall hold TEA harmless from and shall
indemnify TEA against any and all claims. demands. and causes of action of whatever kind or nature asserted by any third party
and occurring or in any way incident to. arising from. or in connection with. any acts of Contractor or PerformingAgency in
performance of the Contract.

Assignments. Transfers. Subcontracting and Substitutions: Contractor shall not assign. transfer. subcontract or substitute any
of its rights or responsibilities under this Contract without prior formal written amendment to this Contract properly executed by both
TEA and Contractor. TEA reserves the right to request changes in personnel assigned to the project. The TEA Project Manager
must pre-approve any changes in key personnel throughout the contract term. Any changes to the HUB Subcontracting Plan (H 3P)
must be approved by TEA HUB Coordinator before staf?ng changes are initiated. Substitutions are not permitted without written
approval of TEA Project Manager. The awarded Contractor will be responsible for maintaining business records documenting
compliance with HUB Program requirements. Contractor shall submit a Progress Assessment Report (PAR) documenting
all subcontractor payments made in the preceding month. Submission of the PAR is a condition for payment. The selected
Contractor shall also report all 2"?1 and 3'd Tier subcontracting in the PAR. are due no later than the 10?" day of the
following month. The PAR is required to be submitted even if no activity occurred for the month. Reports shall be submitted
electronically to the oov. In addition to the PAR. Contractor shall also create and maintain a monitoring
report to document that it is diligently monitoring and enforcing subcontractor compliance with the Contract. When requested by
TEA. Contractor shall furnish TEA with satisfactory proof of its compliance with this provision.

Revised 9.22.16

 
Encum brancelebligations: All encumbrances. accounts payable. and expenditures shall occur on or between the beginning and
ending dates of this Contract. All goods must have been received and all services rendered during the Contract period in order for
Contractor to recover funds due. In no manner shall encumbrances be considered or re?ected as accounts payable or as
expenditures.

Contractor?s Proposal: Contractor's Proposal that was furnished to TEA in response to the competitive solicitation (Request for
Proposal) is incorporated in this Contract by reference. The provisions of this Contract shall prevail. however. in all cases of con?ict
arising from the terms of Contractor?s Proposal whether such Proposal is a written part of this Contract or is attached as a separate
document.

Requirements, Terms. Conditions. and Assurances: The terms. conditions. and assurances. which are stated in the competitive
solicitation. in response to which Contractor submitted a Proposal. Response or Bid Package. are incorporated herein by reference
for all purposes. although the current General Provisions shall prevail in the event of con?ict.

Records Retention and the Right to Audit: Contractor shall maintain its records and accounts in a manner which shall assure a
full accounting for all funds received and expended by Contractor in connection with the Contract Project. These records and
accounts shall be retained by Contractor and made available for programmatic or ?nancial audit by TEA and by others authorized
by law or regulation to make such an audit for a period of not less than 7 years from the date of completion of the Contract Project
or the date of the receipt by TEA of Contractor's ?nal claim for payment or ?nal expenditure report in connection with this Contract.
whichever is later. If an audit has been announced. the records shall be retained until such audit has been completed.

Pursuant to Section 2262.154 of the Texas Government Code. the state auditor may conduct an audit or investigation of Contractor
or any other entity or person receiving funds from the state directly under this Contract or indirectly through a subcontract under
this Contract. The acceptance of funds by Contractor or any other entity or person directly under this Contract or indirectly through
a subcontract under this Contract acts as acceptance of the authority of the stale 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.
Contractor 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. Contractor will ensure that this clause
concerning the authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate
is included in any subcontract it awards.

Contractor further agrees that acceptance of funds under this Contract acts as acceptance for TEA to conduct an audit or
investigation in connection with those funds. Contractor. subcontractors. and any entities receiving funds through this Contract
shall cooperate fully with TEA in the conduct of the audit or investigation. including providing all records pertaining to this Contract
that are requested.

Intellectual Property Ownership: Contractor agrees that all Works are. upon creation. works made for hire and the sole property
of TEA. if the Works are. under applicable law. not considered works made for hire. Contractor hereby assigns to TEA all worldwide
ownership of all rights. including the Intellectual Property Rights. in the Works. without the necessity of any further consideration.
and TEA can obtain and hold in its own name all such rights to the Works. Contractor agrees to maintain written agreements with
all of?cers. directors. employees. agents. representatives and subcontractors engaged by Contractor for the Contract Project.
granting Contractor rights suf?cient to support the performance and grant of rights to TEA by Contractor. Copies of such
agreements shall be provided to TEA upon request.

Contractor warrants that it has the authority to grant the rights herein granted. (ii) it has not assigned or transferred any right.
title. or interest to the Works or Intellectual Property Rights that would con?ict with its obligations under the Contract. and Contractor
will not enter into any such agreements. and the Works will be original and will not infringe any intellectual property rights of
any other person or entity. These warranties will survive the termination of the Contract. If any preexisting rights are embodied in
the Works. Contractor grants to TEA the irrevocable. perpetual. non-exclusive. worldwide. royalty-free right and license to use.
execute. reproduce. display. perform. distribute copies of. and prepare derivative works based upon such preexisting rights and
any derivative works thereof and authorize others to do any or all of the foregoing. Contractor agrees to notify TEA on delivery
of the Works if they include any such preexisting rights. On request. Contractor will provide TEA with documentation indicating a
third party's written approval for Contractor to use any preexisting rights that may be embodied or re?ected in the Works.

Contractor agrees. at Contractor's expense. to indemnify. hold harmless and defend TEA and the State from claims involving
infringement of third parties' licenses. trademarks. copyrights or patents.

For School Districts and Nonprofit Organizations: The foregoing Intellectual Property Ownership provisions apply to any school
districts. nonpro?t organizations. and their employees. agents. representatives. consultants and subcontractors.

For Education Service Centers (5503): The foregoing Intellectual Property Ownership provisions apply to an E80 and its
employees. agents. representatives. consultants. and subcontractorsits subcontractor(s) wish to obtain a
license agreement to use. advertise. offer for sale. sell. distribute. publicly display. publicly perform or reproduce the Works. or
make derivative works from the Works. then express written permission must ?rst be obtained from TEA's Of?ce of Legal Services.

Revised 9.22.16

(.3: 7. Li :19 flit tini?: 

- - -- . 4 



For Colleges and Universities: The foregoing Intellectual Property Ownership provisions apply to any colleges and univers'?es
and their employees. agents. representatives. consultants. and subcontractors; provided. that for all Works created or conceived
by colleges or universities under the Contract. they are granted a non-exclusive. non-transferable. royalty-free license to use the
Works for their own academic and educational purposes only. Colleges and universities are prohibited. however. from advertising.
offering for sale. selling. distributing. publicly displaying. publicly performing. or reproducing the Works. or making derivative works
from the Works that are created or conceived under this Contract. without the express written permission of TEA's Of?ce of Deputy
Commissioner for Finance.

Time Delays; Suspension; Sanctions for Failure to Perform; Noncompliance:
Time is of the Essence.
Contractor's timely performance is essential to this contract.

Suspension

If this Contract is suspended by TEA prior to its expiration date. the reasonable monetary value of services properly performed by
Contractor pursuant to this contract prior to suspension shall be determined by TEA and paid to Contractor as soon as reasonably
possible. TEA shall not be required to pay any standby hourly rates during a suspension of Work. if TEA suspends performance of
the Work because the Work is defective. or Contractor fails to supply suf?ciently skilled workers or suitable materials or equipment.
or fails to provide required insurance coverage. or fails to furnish or perform the Work in such a way that the completed Work will
conform to this Contract.

Sanctions

If Contractor. in TEA's sole determination. fails or refuses for any reason to comply with or perform any of its obligations under this
Contract. TEA may impose such sanctions as it may deem appropriate. This includes but is not limited to the withholding of
payments to Contractor until Contractor complies: the cancellation. termination. or suspension of this Contract in whole or in part;
and the seeking of other remedies as may be provided by this Contract or by law. Any cancellation. termination. or suspension of
this Contract. if imposed. shall become effective at the close of business on the day of Contractors receipt of written notice thereof
from TEA.

Information Security Requirements, Proprietary. FERPA. and Con?dential Information:

Access to TEA Confidential Information

Contractor represents and warrants that it will take all necessary and appropriate action within its abilities to safeguard TEA
Con?dential Information and to protect it from unauthorized disclosure. If Contractor discloses any TEA Con?dential Information to
a subcontractor or agent. Contractor will require the subcontractor or agent to comply with the same restrictions and obligations
as are imposed on Contractor. Whenever communications with Contractor necessitate the release of TEA Con?dential Information.
additional TEA Con?dential forms will need to be signed by each individual who will require access to or may be exposed to that
information. Contractor shall access TEA's systems or TEA Con?dential Information only for the purposes for which it is authorized.
TEA reserves the right to review Contractor's security policy to ensure that any data that is on Contractor?s servers is secure.
Contractor shall cooperate fully by making resources. personnel. and systems access available to TEA and TEA's authorized
representative(s).

 

Contractor shall ensure that any TEA Con?dential lnfonnation in the custody of Contractor is properly sanitized or destroyed when
the information is no longer required to be retained by TEA or Contractor in accordance with this contract. Electronic media used
for storing any TEA Con?dential Information must be sanitized by clearing. purging or destroying in accordance with such standards
established by the National Institute of Standards and Technology and the Center for lntemet Security. These standards are also
required if Contractor is collecting. maintaining. or analyzing data gathered. collected. or provided under this Contract. Contractor
must maintain a record documenting the removal and completion of all sanitization procedures with the following information:

1. Date and time of sanitizationldestruction;

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 60 days from Contract expiration or termination or as othewvise Speci?ed in this Contract. Contractor must complete
the sanitization and destruction of the data and provide to TEA documentation that the sanitization has been completed. The
documents must be certi?ed by an authorized agent of the company.

FERPA

Contractor. its employees and subcontractor?s. agree that in executing tasks on behalf of the TEA. they will not use any student-
identifying information in any way that violates the provisions of FERPA. and will destroy or return all student-identifying information
within 60 days of project completion. Contractor also agrees not to disclose any information to which it is privy under this Contract
without the prior consent of the agency.

Access to Internal TEA Network and Systems
As a condition of gaining remote access to any internal TEA network and systems. Contractor must comply with TEA's policies

and procedures. TEA's remote access request procedures will require Contractor to submit TEA Applicable Access Request forms
for TEA's review and approval. Remote access technologies provided by Contractor must be approved by Information
Security Of?cer. TEA. in its sole discretion. may deny network or system access to any individual that does not complete the

Revised 9.22.16

 tr; . int-It: 7: .05- finch": 3
required forms. Contractor must secure its own connected systems in a manner consistent with requirements. TEA reset res
the right to audit the security measures in effect on Contractor's connected systems without prior warning. TEA also reserves the

right to immediately terminate network and system connections not meeting such requirements.

Disclosure of Security Breach
Contractor shall provide notice to TEA's Project Manager and TEA's Infomiation Security Of?cer as soon as possible following

Contractor's discovery or reasonable belief that there has been unauthorized use. exposure. access. disclosure. compromise.
modi?cation. or loss of sensitive or TEA Con?dential Information (?Security Incident?). Within 24 hours of the discovery or
reasonable belief of a Security Incident. Contractor shall provide a written report to TEA's Information Security Of?cer detailing the
circumstances of the incident which includes at a minimum:

1. Description of the nature of the Security Incident:

2. The type of TEA information involved;

3. Who may have obtained the information;

4. What steps Contractor has taken or will take to investigate the Security Incident:

5. What steps Contractor has taken or will take to mitigate any negative effect of the Security Incident; and

6. A point of contact for additional information.

Each day thereafter until the investigation is complete. Contractor shall provide TEA's Information Security Of?cer with a written
report regarding the status of the investigation and the following additional information as it becomes available:

1. Who is known or suspected to have gained unauthorized access to TEA information;

2. Whether there is any knowledge if TEA information has been abused or compromised:

3. What additional steps Contractor has taken or will take to investigate the Security Incident;

4. What steps Contractor has taken or will take to mitigate any negative effect of the Security Incident; and

5. What corrective action Contractor has taken or will take to prevent future similar unauthorized use or disclosure.

Contractor shall confer with TEA's Chief Information Security Of?cer regarding the proper course of the investigation and risk
mitigation. TEA reserves the right to conduct an independent investigation of any Security Incident. and should TEA choose tL do
so. Contractor shall copperate fully by making resources. personnel. and systems access available to TEA and TEA's authorized
representative(s). Subject to review and approval of TEA's Information Security Of?cer. Contractor. at its own cost. shall provide
notice that satis?es the requirements of applicable law to individuals whose personal. con?dential. or privileged data were
compromised or likely compromised as a result of the Security Incident. If TEA. in its sole discretion. elects to send its own separate
notice. then all costs associated with preparing and providing notice shall be reimbursed to TEA by Contractor. If Contractor does
not reimburse such costs within 30 days of TEA's written request. then TEA shall have the right to collect such costs.

Refunds Due to TEA: If TEA determines that TEA is due a refund of money paid to Contractor pursuant to this Contract. Contractor
shall pay the money due to TEA within 30 days of Contractor's receipt of written notice that such money is due to TEA. If Contractor
fails to make timely payment. TEA may obtain such money from Contractor by any means permitted by law. including but not
limited to offset. counterclaim. cancellation. termination. suspension. total withholding. and/or disapproval of all or any subsequent
applications for said funds.

Capital Outlay: If Contractor purchases capital outlay (furniture andlor equipment) to accomplish the Contract Project. title will
remain with Contractor for the period of the Contract. TEA reserves the right to transfer capital outlay items for Contract
noncompliance during the Contract period or as needed after the ending date of the Contract. This provision applies to any and all
furniture and/or equipment regardless of unit price and how the item is classi?ed in Contractor's accounting record. This provision
is applicable when federal funds are utilized for the Contract.

TEA Property (terms): In the event of loss. damage or destruction of any property owned by or loaned by TEA while in the custody
or control of Contractor. Contractor shall indemnify TEA and pay to TEA the full value of or the full cost of repair or replacement of
such property. whichever is the greater. within 30 days of Contractor?s receipt of written notice of TEA's determination of the amount
due. This applies whether the property is developed or purchased by Contractor pursuant to this Contract or is provided by TEA
to Contractor for use in the Contract Project. If Contractor fails to make timely payment. TEA may obtain such money from
Contractor by any means permitted by law. including but not limited to offset or counterclaim against any money othemise due to
Contractor by TEA.

Governing Law. Venue. and Jurisdiction: Subject to and without waiving any of TEA's rights. including sovereign immunity. this
Contract is governed by and construed under and in accordance with the laws of the State of Texas. Venue for any suit concerning
the solicitation. this Contract. and any resulting contract or purchase order shall be in a court of competent jurisdiction in Travis
County. Texas.

Point of Contact and Escalation: All notices. reports and correspondence required by this Contract shall be in writing and
delivered to TEA Project Manager listed below or their successors in of?ce. Within 30 days of execution of this Contract. the
respective Parties will designate the next level of personnel within each organization to address con?icts or ambiguity that cannot
be resolved at the Project Manager level.

TEA CONTRACTOR

 

 

 

 

 

 

 

Revised 9.22.16

if it? mum.- ?fth?diet"?! wail-3.x .1th . iriu?stt'Texas Education
1701 N. Ave

Austin Texas 78701
Email:

 

0. Federal Rules. Laws. and Regulations That Apply to all Federal Programs: Contractor shall be subject to and shall abide by
all federal laws. rules. and regulations. pertaining to the Contract Project. including. but not limited to:
1. Americans With Disabilities Act. P.L. 101-336. 42 U.S.C. sec. 12101. and the regulations effectuating its provisions
contained in 28 CFR Parts 35 and 36. 29 CFR Part 1630. and 47 CFR Parts 0 and 64;
2 Title VI of the Civil Rights Act of 1964. as amended (prohibition of discrimination by race. color. or national origin). and the
regulations effectuating its provisions contained in 34 CFR Part 100;
3. Title IX of the Education Amendments 1972. as amended (prohibition of sex discrimination in educational institutions) and
the regulations effectuating its provisions contained in 34 CFR Part 106. if Contractor is an educational institution:
4 Section 504 of the Rehabilitation Act of 1973. as amended (nondiscrimination on the basis of handicapping condition).
and the regulations effectuating its provisions contained in 34 CFR Parts 104 and 105;
The Age Discrimination Act of 1975. as amended (prohibition of discrimination on basis of age). and the implementing
regulations contained in 34 CFR. Part 110:
6. Family Educational Rights and Privacy Act of 1975. as amended. and the implementing regulations contained in 34 CF R.
Part 99. if Contractor is an educational institution;
7 Section 509 of HR. 5233 as incorporated by reference in P.L. 99-500 and P.L. 99-591 (prohibition against the use of
federal grant funds to in?uence legislation pending before Congress);
8. P.L. 103-227. Title X. Miscellaneous Provisions of the GOALS 2000: Educate America Act; P.L. 103-382. Title XIV.
General Provisions of the Elementary and Secondary Education Act. as amended; and
9. General Education Provisions Act. as amended.

9?

The Code of Federal Regulations (CFR) annual edition is the codification of the general and permanent rules published in the
Federal Register by the departments and agencies of the Federal Government produced by the Of?ce of the Federal Register
(OFR) and the Government Publishing Of?ce. Website: 

main 02.tQ 

R. Forms. Assurances, and Reports: Contractor shall timely make and ?le with the proper authorities all forms. assurances and
reports required by federal laws and regulations. TEA shall be responsible for reporting to the proper authorities any failure by
Contractor to comply with the foregoing laws and regulations coming to TEA's attention. and may deny payment or recover
payments made by TEA to Contractor in the event of Contractors failure so to comply. Contractor who is indebted or owes
delinquent taxes to the state will have any payments under the Contract applied toward the debt or delinquent taxes owed the state
until the account is paid in full. regardless of when the debt or delinquency was incurred. This provision does not apply if the
warrant or transfer results in payments being made in whole or in part with money paid to the state by the Federal Government.
Pursuant to 34 TAC ?201.14 -18 and Texas Government Code. Chapter 2161. Contractors shall maintain business records
documenting compliance with the HUB subcontracting plan (HSP) and shall submit a compliance report to TEA in the
format required by TEA. The compliance report submission shall be required as a condition for payment. If Contractor subcontracts
any part of the Contract in a manner that is not consistent with its HSP. the selected respondent must submit a revised HSP before
subcontracting any of the work under the Contract. If Contractor subcontracts any of the work without prior authorization and without
complying with this section. Contractor is deemed to have breached the Contract and is subject to any remedial actions provided
by Government Code. Chapter 2161. and other applicable state law.

S. Signature Authority; Final Expression; Superseding Document: Contractor certi?es that the person signing this Contract has
been properly delegated this authority. The Contract represents the ?nal and complete expression of the terms of agreement
between the parties. The Contract supersedes any previous understandings or negotiations between the parties. Any
representations. oral statements. promises or warranties that differ from the Contract shall have no force or effect. The Contract
may be modi?ed. amended or extended only by formal written amendment properly executed by both TEA and Contractor.

T. Antitrust: By signing this Contract. Contractor. represents and warrants that neither Contractor nor any ?rm. corporaton.
partnership. or institution represented by Contractor. or anyone acting for such ?rm. corporation or institution has. (1) violated the
antitrust laws of the State of Texas under Texas Business and Commerce Code. Chapter 15. or the federal antitrust laws; or (2)
communicated directly or indirectly the Proposal to any competitor or any other person engaged in such line of business during the
procurement process for this Contract.

U. Family Code Applicability: By signing this Contract. Contractor. if other than a state party. certi?es that in Section 231.006 of the
Family Code. that Contractor is not ineligible to receive speci?ed grant. loan. or payment under this Contract and acknowledges
that this Contract may be terminated and payment may be withheld if this certi?cation is inaccurate. TEA reserves the right to
terminate this Contract if Contractor is found to be ineligible to receive payment. If Contractor is found to be ineligible to receive
payment and the Contract is terminated. Contractor is liable to TEA for attorney's fees. the costs necessary to complete the
Contract. including the cost of advertising and awarding a second contract. and any other damages or relief provided by law or
equity.

Revised 9.22.16

AA.

CC.

.. 1:11.; nil 71.3.3311 Li Ci ?33139.45 434$: 
Dispute Resolution: The diSpute resolution process provided for in Chapter 2260 of the Texas Government Code must be used
by TEA and Contractor to attempt to resolve all disputes arising under this Contract. The parties may agree to mediation of their
dispute at any time. However. if all issues in dispute are not completely resolved through direct negotiations between the parties
within 180 days after TEA receives Contractor?s notice of claim. then the parties must submit the dispute to mediation before a
mutually acceptable mediator in Travis County. Texas. The mediation must be completed on or before 270 days after TEA receives
Contractor's notice of claim. Completion of the mediation is a condition precedent to the ?ling of a contested case hearing under
Chapter 2260. TEA's participation in mediation or any other dispute resolution process shall not waive any of TEA's contractual
or legal rights and remedies. including but not limited to sovereign immunity.

Interpretation: In the case of con?icts arising in the interpretation of wording andior meaning of various sections. parts. Appendices.
General Provisions. Special Provisions. Exhibits. and Attachments or other documents; this Contract and its General Provisions.
Appendices and Special Provisions shall take precedence over all other documents which are a part of this Contract.

Compliance with Laws: Contractor shall compiy with all federal. state. and local laws. statutes. ordinances. rules and regulations.
and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting Contractor?s performance.
including if applicable. workers' compensation laws. minimum and maximum salary and wage statutes and regulations. prompt
payment and licensing laws and regulations. For the entire duration of the Contract. Contractor shall maintain all required licenses.
certi?cations. permits. and any other documentation necessary to perform this Contract. When required or requested by TEA.
Contractor shall furnish TEA with satisfactory proof of its compliance with this provision.

Public Information: TEA is subject to the provisions of the Texas Public Information Act. If a request for disclosure of this Contract
or any information related to the goods or services provided under the Contract or information provided to TEA under this Contract
constituting a record under the Act is received by TEA. the information must qualify for an exception provided by the Act in order
to be withheld from public disclosure. Contractor authorizes TEA to submit any information contained in the Contract. provided
under the Contract. or othemrise requested to be disclosed. including information Contractor has labeled as con?dential proprie?ary
information. to the Of?ce of the Attorney General for a determination as to whether any such information may be exempt from public
disclosure under the Act. If TEA does not have a good faith belief that information may be subject to an exception to disclosure.
TEA is not obligating itself by this Contract to submit the information to the Attorney General. It shall be the responsibility of
Contractor to make any legal argument to the Attorney General or appropriate court of law regarding the exception of the information
in question from disclosure. Contractor waives any claim against and releases from liability TEA. its of?cers. employees. agents.
and attorneys with respect to disclosure of information provided under or in this Contract or otheMise created. assembled.
maintained. or held by Contractor and determined by the Attorney General or a court of law to be subject to disclosure under the
Act.

Under Section 2252.907 of the Texas Government Code. a contract between a state governmental entity and a non-governmental
contractor involving the exchange or creation of public information. as de?ned by the Texas Government Code Section 552.002.
must require the non-governmental contractor to make any information created or exchanged with the state pursuant to this
contract. and not othemrise 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. TEA Project Manager will provide the speci?c format by which Contractor is
required to make the information accessible by the public.

 

Gratuities: By signing this Contract. Contractor represents and warrants that Contractor 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.

Protests: Any actual or prospective Respondent. Proposer. Bidder. or Contractor who is aggrieved in connection with the
solicitation. evaluation. or award of this Contract by TEA may submit a formal protest to the Director of TEA's Contracts. Purchasing
and Agency Services (PCAS) Division. This protest procedure shall be the exclusive method by which anyone may make a
challenge to any a5pect of contracting process. TEA will not be required to consider the merits of any protest unless the
written protest is submitted within 10 working days after such aggrieved person knows. or reasonably should have known. of the
occurrence of the action which is protested. The protest document must meet with all requirements in applicable law and TEA's

rules (19 TAC Section 30.2002) 

If the protest procedure results in a ?nal determination by TEA that a violation of law has occurred in its contracting process in a
case in which a contract has been awarded. then TEA may declare the contract void at inception. In that event. the party who had
been awarded the contract shall have no rights under the contract and no remedies under the law against TEA.

Liability for and Payment of Taxes: Contractor represents and warrants that it shall pay all taxes or similar amounts resulting
from this Contract. including. but not limited to. any federal. state. or local income. sales or excise taxes of Contractor or its
employees. TEA shall not be liable for any taxes resulting from this Contract.

Severabillty: In the event that any provision of this Contract is later determined to be invalid. void. or unenforceable. the invalid
provision will be deemed severable and stricken from the Contract as if it had never been incorporated herein. The remaining
terms. provisions. covenants. and conditions of this Contract shall remain in full force and effect. and shall in no way be affected.
impaired. or invalidated.

Revised 9.22.16

DDConformance: Contractor warrants that all goods and services furnished shall conform in all respects to the terms of this Contract.

including any drawings. speci?cations or standards incorporated herein. and any defects in materials. workmanship. and free from

such defects in design. In addition. Contractor warrants that goods and services are suitable for and will perform in accordance
with the purposes for which they are intended.

Felony Criminal Convictions: Contractor represents and warrants that Contractor has not and Contractor?s employees assigned
to TEA projects have not been convicted of a felony criminal offense, or that. if such a conviction has occurred. Contractor has fully
advised TEA as to the facts and circumstances surrounding the conviction.

Criminal Background Checks: If during the term of this Contract. Contractor. and/or Contractor staff. or subcontractor have
access to Texas public school campuses. all Contractor and/or Contractor?s staff must submit to a national criminal history record
information review (includes ?ngerprinting) and meet all eligibility standards and criteria as set by TEA before serving in
assignments on behalf of TEA. This requirement applies to all individuals who currently serve or will serve in TEA assignments that
have the possibility of direct contact with students. Assignments are contingent upon meeting TEA eligibility standards. Contractor
and/or any staff member of Contractor who may perform services under this Contract must complete this criminal history review
before the beginning of an assignment. If said individuals have not completed this requirement or the review results in a
determination that Contractor is not eligible for assignment. this Contract will be terminated effective immediately or the date of
notice of non-eligibility. whichever is earliest.

Assignment of Contract: This Contract may not be assigned. sold. or transferred without the express written consent of TEA
Purchasing. Contracts. and Agency Services (PCAS) Division. An attempted assignment after Contract award without TEA
approval will constitute a material breach of Contract.

Buy Texas: In accordance with Government Code. Section 2155.444. the State of Texas requires that during the performance of
a contract for services. Contractor shall purchase products and materials produced in the State of Texas when available at a price
and time comparable to products and materials produced outside the state. This provision does not apply if Contractor receives
any federal funds under this Contract.

Excluded Parties List System: TEA and Contractor must adhere to the directions provided in the President?s Executive Order
(E0) 13224. Blocking Property and Prohibiting Transactions With Persons Who Commit. Threaten to Commit. or Support Terrorism.
which may be viewed at That Executive Order
prohibits any transaction or dealing by United States persons. including but not limited to the making or receiving of any contribution
of funds. goods. or services to or for the bene?t of those persons listed in the General Services Administration?s Excluded Parties
List System (EPLS) which may be viewed on the System for Award Management (SAM) site at 

Suspension and Debarment: Contractor certi?es that neither it nor its principals are presently debarred. suspended. proposed for
debarrnent. declared ineligible. or voluntary excluded from participation in this transaction by any federal. state or local government
entity and that Contractor is in compliance with the State of Texas statutes and rules relating to procurement. If Contractor is
unable to certify to any of the statements in this certi?cation. such prospective participant shall attach an explanation to this Contract.

Electronic and Information Resources Accessibility Standards: State agencies shall procure products which comply with the
State of Texas Accessibility requirements for Electronic Information Resources speci?ed in 1 TAC Chapter 213 when such products
are available in the commercial marketplace or when such products are developed in response to a procurement solicitation.
Regulations updating the accessibility requirements for entities covered by Section 508 of the Rehabilitation Act of 1973 have been
adopted in FY 2015. Therefore. all current and potential contractors are hereby noti?ed of the changes. The current technical
requirements for accessibility contained within this regulation form the basis for our Texas TAC rules on EIR Accessibility.

This refresh of 508 uses the WCAG 2.0 AA Accessibilig Guidelines (also standard 40500) as the new technical standard
that federal agencies are required to meet when procuring products and services. The Texas Department of Information Resources
is modifying the TAC rules to align with it.

Given this change. all Texas agencies and institutions of higher education must begin using or specifying WCAG 2.0 AA guidelines
for the design of new websites or web applications. The rationale is twofold:
1. It is technically dif?cult and expensive to bring these websiteslapplications to WCAG 2.0 AA latersuperior. more ?exible standard and is in use all over the world. If a website is compliant with WCAG 2.0
AA. it will. by default comply with our current TAC rules on EIR Accessibility.

Web development Contractors should already be familiar with designing to this standard. and their ability to meet these standards
should be a strong consideration in the selection process.

The free online resources listed below are available to assist developers and content producers in transitioning to these guidelines.
WCAG 2.0 at a glance
IBM Developer Guidelines Web Checklist
Webaimorg Accessibility Checklist

All websites must follow Federal 508 accessibility requirements and Web Content Accessibility Guidelines (WCAG) 2.0 AA
standards and be tested for accessibility before acceptance by TEA. For sites developed outside of TEA. the vendor must contract

Revlsed 9.22.16

LLwith a third party with expertise and a proven track record in accessibility testing. This company must evaluate the site and produce
a report that veri?es the site is compliant to (WCAG) 2.0 AA.

The awarded Contractor must employ real users with disabilities for manual testing. Contractor must provide a report that will include
the results of auto-testing. screen-by-screen assessments. pass/fail status for each of the identi?ed compliance standards to be
met and recommendations for how to repair the screenslpages that do not meet the standards. Remediation recommendations
shall be provided to the code level. The report should include documentation of the experience of real users with disabilities and
may recommend techniques for improving the usable accessibility of the application. Contractor shall validate. by title. if all
accessibility requirements have been met.

Collusion: Contractor certi?es and represents that Contractor has not colluded with. nor received any assistance from. any person
who was paid by TEA to prepare speci?cations or a solicitation on which a Contractor's Bid or Proposal or Response is based and
will not allow any person who prepared the respective speci?cations or solicitation to participate ?nancially in any contract award.

Social Security Numbers Withheld: TEA will not provide Social Security Numbers (SSNs) to any Contractor under this Contract
unless speci?cally speci?ed as part of the Contract Project requirements. TEA. its Contractors and their subcontractors. will not
require or request school districts to provide SSNs under this Contract. Contractor agrees that in executing tasks on behalf of TEA.
they will not use any student-identifying information in any way that violates the provisions of FERPA. and will destroy or return all
student-identifying information to TEA within 30 days of project completion. An authorized officer of Contractor must certify that ALL
records have either been properly destroyed or returned to TEA in order to close out the Contract.

Nondisclosure; Press Releases: All information gathered. produced. derived. obtained. analyzed. controlled or Accessed by
Contractor in connection with this Contract shall be and remain con?dential and shall not be released or disclosed by Contractor
without the prior written consent of TEA.

Independent Contractor: Contractor or Contractor?s employees. representatives. agents and any subcontractors shall serve as
an independent contractor in providing the services under any purchase order resulting from this Contract. Contractor or Contractor's
employees. representatives. agents and any subcontractors shall not be employees of TEA. Should Contractor subcontract any of
the services required in this Contract. Contractor expressly understands and acknowledges that in entering into such subcontract(s).
TEA is in no manner liable to any subcontractor(s) of Contractor. In no event shall this provision relieve bidder of the responsibility
for ensuring that the services rendered under all subcontracts are rendered in compliance with this Contract.

Contractor Performance: All state agencies must report unsatisfactory Contractor performance on purchases over 525.000.
Proposers who are in default or othewvise not in good standing under any other current or prior contract with TEA at the time of
selection will not be eligible for award of this Contract. A Preposer's past performance will be measured based upon passlfail criteria.
in compliance with applicable provisions of Government Code 2155.074. 2155.075. 2155.007. 2157.003 and 2157.125.
Proposers may fail this selection criterion for any of the following conditions: A score of less than 90% in Contractor Performance
System. currently under a Corrective Action Plan. having repeated negative Contractor performance reports for the same reason.
having purchase orders that have been cancelled in the previous 12 months for non-performance late delivery. etc.). TEA may
conduct reference checks with other entities regarding past performance. in addition to evaluating performance through Contractor
Performance Tracking System (as authorized by 34 Texas Administrative Code ?20.103). TEA or a designee may conduct periodic
contract compliance reviews without advance notice. to monitor performance. TEA may examine other sources of Contractor
performance including. but not limited to. notices of termination. cure notices. assessments of liquidated damages. litigation. audit
reports. and non-renewals of contracts. Any such investigations shall be at the sole discretion of TEA. and any negative ?ndings.
as determined by TEA. may result in non-award to the Proposer.

 

Agencies report satisfactory and exceptional Contractor performance to assist in determining best value. In accordance with Texas
Government Code. ?2155.074 and ?2155.75. Contractor performance may be used as a factor in future contract awards. Contractor

performance information is located on the CPA website at 
performance-tracking!

Termination: This Contract shall terminate upon full performance of all requirements contained in this Contract. unless othenivise
extended or renewed as provided in accordance with the Contract Terms and Conditions.

1. Termination for Convenience: TEA may terminate this Contract at any time. in whole or in part. without penalty. by
providing 15 calendar days' advance written notice to Contractor. In the event of such a termination. Contractor shall.
unless otherwise mutually agreed upon in writing. cease all work immediately upon the effective date of termination. TEA
shall be liable for reimbursing only those expenses incurred by Contractor that are permitted. properly performed under
this Contract and were incurred prior to the effective termination date.

2. Termination for CausefDefault: If Contractor fails to provide the goods or services contracted for according to the
provisions of the Contract. or fails to comply with any of the terms or conditions of the Contract. TEA may. upon written
notice of default to Contractor. immediately terminate all or any part of the Contract. 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 Contract.

Revised 9.22.16

RR.

. . new: .3 it grime} inlilw: I
TEA 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 Contract. or to recover
damages for the breach of any agreement being derived from the Contract. The exercise of any of the foregoing remedies
will not constitute a termination of the Contract unless TEA noti?es Contractor in writing prior to the exercise of such
remedy.

Contractor shall remain liable for all covenants and indemnities under the Contract. Contractor shall be liable for all costs
and expenses. including court costs. incurred by TEA with respect to the enforcement of any of the remedies listed herein.

3. Due to Changes in Law: If federal or state laws or regulations or other federal or state requirements are
amended or judicially interpreted so that either party cannot reasonably ful?ll this Contract and if the parties cannot agree
to an amendment that would enable substantial continuation of the Contract. the parties shall be discharged from any
further obligations under this contract.

4. Rights upon Termination or Expiration of Contract: In the event that the Contract is terminated for any reason. or upon
its expiration. TEA shall retain ownership of all associated work products and documentation obtained from Contractor
under the Contract.

5. Survival of Terms: Termination of the Contract for any reason shall not release Contractor from any liability or obligation
set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be
applicable following any such termination. including the provisions regarding con?dentiality. indemni?cation. transition.
records. audit. property rights. dispute resolution. invoice and fees veri?cation.

6. Contract Transition: In the event a subsequent competitive solicitation is awarded to a New Contractor. the Outgoing
Contractor shall hand-over to the New Contractor all ?Works? including but not limited to the following: data. materials.
database access. intellectual property. source code. training materials. access to websites. asset transfer. and
maintenance of service commitments. The purpose of transition planning is to ensure a seamless and continuous service
when changing from one contract to another. The Outgoing Contractor will begin shipping. transmitting or providing access
to all appropriate materials and data to the New Contractor within 10 days of announcement of award at the New
Contractor?s expense for data processing and production. packing and shipping. The Outgoing Contractor will be
responsible for providing the services identi?ed in the Contract until all records have been completely transferred to the
New Contractor. The Outgoing Contractor is responsible for performing due diligence to ensure that all the transition
activities are identi?ed and completed during the Contract transition.

The Outgoing Contractor shall submit to TEA requested reports and data. TEA will not release the ?nal invoice until all
materials are returned to TEA or their designee. TEA Project Manager shall approve the Transition Plan prior to its
implementation. The Transition Plan must minimize the impacts on continuity of Operations and maintain communication
with TEA Project Manager and the New Contractor.

Amendments: All amendments to this Contract will be in a manner as prescribed by the TEA Contracting Process and are. subject
to Paragraph of the General Provisions and will be made on the AMENDMENT TO TEA STANDARD CONTRACT form. All
amendments will be initiated by TEA Purchasing and Contracts staff. An Amendment to this Contract will become effective on the
date of signature of TEA or the effective date shown on the amendment document whichever is ?rst. All Amendments must be
signed by both parties.

If the solicitation documents and contract documents for a TEA contract submitted to the Texas Comptroller of Public Accounts'
Contract Advisory Team (CAT) (contracts with a value of at least $10 million pursuant to Texas Government Code Section
2262.101 (1) substantially changes. agencies are required to resubmit their solicitation documents(s) for CAT review. Changes in
the major contract solicitation are considered substantial when: 1) the solicitation change caused the estimated value for the
original term of the contract. not including renewal periods. to increase by 20% or more; 2) or there are signi?cant revisions.
deletions and/or additions to the speci?cations. statement of work (SOW). set(s) of deliverables. performance measures. payment
methodology. etc.

1. For all other contracts (excludes major contracts) the Contractor is permitted to re-budget among direct cost categories
within the approved budget to meet unanticipated requirements and to make limited changes 25% or up to $1.000 in a
direct category in the approved budget without the issuance of a written Amendment as long as the total budget amount
does not change. Contractors are required to report deviations from budget and request prior approvals from the TEA
Project Manager. Additionally. a revised budget document must be submitted to TEA Project Manager for approval. Once
approved. the documents must be submitted to the Contract staff for incorporation into the contract ?le. Failure to submit
the budget documents will result in invoices being rejected or payment delayed.

2. Written amendments are required for the following Contract changes:

a. Any revision which would result in the need for additional funding;

b. Revisions or additions to the scope of work. deliverables. or objectives of the Contract (regardless of whether there
is an associated budget revision requiring prior approval). Increases of 20% or more for major contracts must be
approved by the Texas Comptroller:

c. A request to extend the period of the Contract:

Revised 9.22.16

SS.

v.1 7- - 3.3.3115? ?if. ?f?hwf {.15 Elia-""1" jun?
Any reduction of funds or reduction in the scope of work;
Whenever a line item within a class/object code is added;
An increase in the quantity of capital outlay item(s) requested; and
An increase or decrease in the number of positions charged to Contract.

ease

Payment: Payment for goods or services purchased with state-appropriated funds will be issued by electronic direct deposit from
the State Treasury. Direct deposit is the preferred method of payment. Additional information and a Direct Deposit Authorization
application may be found at: Invoices must be submitted to
and TEA Project Manager. Any payment owed by TEA must be transmitted electronically to
Contractor no later than 30 days after the later of:

1. Day on which TEA received the goods;

2. Date the performance of the service under the Contract is completed: or

3. Day on which TEA received the complete and correct invoice for goods or services.

Payment for service(s) described in this Contract is contingent upon satisfactory completion of the deliverables or services. TEA
project manager may also utilize a Deliverables and Services Review and Acceptance Process written procedures. When the formal
procedures are to be utilized. the TEA project manager will provide to the selected Contractor a copy of the Handbook. Contractor
must submit ?nal deliverables to TEA for review and approval prior to invoicing. These include test items developed under the
Contract. "Final" deliverable means a deliverable that. in the belief and testimony of Contractor. is in ?nal completed form and in
compliance with all required speci?cations as de?ned by project documentation and this Contract. TEA will review each deliverable,
including test items. submitted by Contractor for quality and alignment to the deliverable definition agreed to under the ?Deliverables
and Services De?nition Process?. TEA will have 15 working days to approve a deliverable or request revisions to the
deliverable. TEA must review and approve any deliverable before it may be invoiced by Contractor. If TEA ?nds a submitted
deliverable to be substandard or not in compliance with the deliverable definition agreed to under the ?Deliverables and Servrces
De?nition Process? provided by the TEA Program Manager. located in the Service Level Agreement or the Contract Monitoring Tool.
Contractor will have 10 working days to provide a Corrective Action Plan and address the quality or other compliance requirement
and resubmit the deliverable. Additional costs incurred by Contractor that result from repeated submissions and revising of
substandard deliverables will be borne solely by Contractor and not charged against the Contract or to TEA. This process will apply
to all deliverables and requirements of the Contract. including test items developed. This does not preclude an arrangement that
allows Contractor to bill against a deliverable as progress is made toward completing that deliverable. so long as documentation of
such progress in a form and nature satisfactory to TEA is provided and is approved by TEA. It is up to Contractor to request
incremental billing based on progress towards a deliverable. and such a request must be approved by TEA prior to submission of
any invoice by Contractor. TEA reserves the right to reject and not provide payment for deliverables found to be substandard or
not in compliance with the deliverable de?nition agreed to under the ?Deliverables and Services De?nition Process". including test
items developed under the Contract. Contractor is strongly encouraged to collaborate with TEA on draft versions of any deliverables
or services and request review(s) of such draft versions before submitting a ?nal version.

Retainage: TEA may withhold 5% or less of each payment as retainage for certain projects. Retainage fees must be stated in the
competitive solicitation and documented in the Contract. The fees may not be arbitrarily imposed after execution of the Contract.
The release of retainage shall be requested in the ?nal invoice.

Unless otherwise stated. payment under this Contract will be made upon performance of services based upon submission of an
expenditure report?nvoice. properly prepared and certi?ed. outlining expenditures by cost category. Include the Contract number.
purchase order number. and the Texas Comptroller of Public Accounts Texas Identi?cation Number (TIN) on all invoices/expenditure
reports. The cost categories provided in the expenditure report?nvoice must coincide with the cost categories detailed in the
approved budget. A list of taskslactivities performed during the invoice period must accompany the expenditure report?nvoice. The
?nal expenditure report?nvoice is due within 45 days after the end of the Contract. Payment on the ?nal expenditure report is
contingent upon receipt of all reports/products required by this Contract.

An encumbrance. accounts payable. and expenditure. as with all other contract accounting terms. will be as de?ned in the Financial
Accounting and Reporting Module of TEA Financial Accountability System Resource Guide. All goods must have been received
and all services rendered by the ending date of this Contract in order for Contractor to include these costs as either expenditures
or as accounts payable and. thereby. recover funds due. In no manner shall encumbrances be considered or re?ected as accounts
payable or as expenditures.

Contractor who is indebted or owes delinquent taxes to the state will have any payments under the Contract applied toward the
debt or delinquent taxes owed the state until the amount is paid in full. regardless of when the debt or delinquency was incurred.
TEA shall determine whether a payment law prohibits the Comptroller from issuing a warrant or initiating an electronic funds transfer
to a person before TEA enters into a written contract with that person.

Contractor may verify its account status by accessing the Texas Comptroller?s website at
ubsl urchaseirestricted?ndex.

   

Prohibition of text messaging and emailing while driving during of?cial federal grant business: Federal grant recipients and
their grant personnel are prohibited from texting messaging while driving a government owned vehicle or while driving their own
privately-owned vehicle during of?cial grant business. or from using government supplied electronic equipment to text message or

Revised 9.22.16

UU.

XX.

YY.

. . stairs Ticjfi?? 2 

email while driving. Recipients must comply with these conditions under Executive Order 13513. ?Federal Leadership on Reducing
Text Messaging While Driving.? effective October 1. 2009.

Insurance: Contractor represents and warrants that it will. within ?ve business days of being requested by TEA. provide TEA with
current certi?cates of insurance or other proof acceptable to TEA of the following insurance coverage:

Workers Compensation 8 Employers Liability: Contractor must maintain Workers' Compensation insurance coverage in
accordance with statutory limits.

Workers Compensation: Statutory Limits

Employers Liability: Each Accident 51.000.000

Disease- Each Employee $1 .000.000

Disease-Policy Limit $1 .000.000

This state of Texas website (Coverage starts with 406 of the Labor code) addresses what Texas requires may be found at:


Commercial General Liability: Occurrence based:

Bodily Injury and Property Damage

Each occurrence limit: $1 .000.000;

Aggregate limit: 52.000.000;

Medical Expense each person: $5.000:

Personal Injury and Advertising Liability: $1 .000.000:

Products [Completed Operations Aggregate Limit: $2,000.000: and
Damage to Premises Rented to You: $50,000

Contractor represents and warrants that all of the above coverage is with companies licensed in the state of Texas. with rating
from AM. Best. and authorized to provide the corresponding coverage. Contractor also represents and warrants that all policies
contain endorsements prohibiting cancellation except upon at least 30 days' prior written notice to TEA. Contractor represents and
warrants that it shall maintain the above insurance coverage during the term of this contract. and shall provide TEA with an executed
copy of the policies immediately upon request.

Force Majeure: Neither Contractor nor TEA shall be liable to the other for any delay in. or failure of performance. of any
requirement included in this Contract caused by force majeure. The existence of such causes of delay or failure shall extend the
period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises
all reasonable due diligence to perform. Force majeure is de?ned as acts of God. war. ?res. explosions. hurricanes. ?oods. 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 party is
unable to overcome. Each party must inform the other in writing. with proof of receipt. within three business days of the existence
of such force majeure. or othenivise waive this right as a defense.

Drug Free Workplace Policy: Contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988
(Public Law 100-690. Title V. Subtitle 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule.
government-wide requirements for drug-free 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 Contractor shall comply with the relevant provisions thereof. including any amendments to the ?nal
rule that may hereafter be issued.

Abandonment or Default: If Contractor defaults on the Contract. TEA reserves the right to cancel the Contract without notice and
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 signi?cantly changed. The period of suspension will be determined by TEA based on the seriousness
of the default.

Applicable Law and Conforming Amendments: Contractor must comply with all laws. regulations. requirements and guidelines
applicable to a Contractor 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 Contract. TEA reserves the right. in its sole discretion. to unilaterally
amend this Contract throughout its term to incorporate any modifications necessary for TEA or Contractor?s compliance with all
applicable State and federal laws. and regulations.

Education Service Center: No funds transferred to Regional Education Service Centers or to school districts may be used to hire
a registered lobbyist.

Revised 9.22.16