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TEXAS HISTORICAL COMMISSION

REQUEST FOR PROPOSALS

SIGNATURE PAGE

ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF PROPOSAL, ANY

EXCEPTIONS THERETO MUST BE IN WRITING AND ACCEPTED IN WRITING BY THC

Return sealed proposals (one original & 4 copies) to -- Or hand-deliver or express mail to --

Texas Historical Commission Texas Historical Commission, Historic Sites Division

Attention: Theresa Wenske Attention: Theresa Wenske

P. O. Box 12276 208 East 10th Street, Suite 327

Austin, Texas 78711-2276 Austin, Texas 78701

Immediately below return address on SEALED ENVELOPE, annotate opening date and request for proposals number.

Faxed proposals will not be accepted.

Late proposals will NOT be considered under any circumstances and will be returned unopened.

Proposals are subject to negotiation and therefore only the names and addresses of respondents will be read at a

public proposals opening upon request. Award will be posted on the ESDB ( http://esbd.cpa.state.tx.us/) and the THC

website (thc.texas.gov/concessions).

Respondent must sign proposal – the laws of the State of Texas must prevail on all proposals. By signing this

signature page, Respondent certifies that if a Texas address is shown as the address of the Respondent, Respondent

qualifies as a Texas Resident Bidder as defined in Rule 1 TAC 111.2.

The Payee Identification Number (PIN) is the taxpayer number assigned and used by the Comptroller of Public Accounts of

Texas. This number needs to be entered in the spaces provided below. If this number is unknown, please enter either your

federal employer’s identification Number or if sole owner enter your Social Security Number.

PIN: _______________________________________ Phone: (_____) __________-___________

Business Name: ___________________________________ Fax Number: (_____) _________-___________

Address: _________________________________________ HUB Certified? [ ] Yes [ ] No

City-State-Zip: ____________________________________ HUB #: ________________________

Email Address: ____________________________________

Signature: ___________________________________ Print Name: _______________________________

AWARD NOTICE: The State reserves the right to accept or reject all or any part of a proposal and waive minor

technicalities. The State will award the contract to best serve the interests of the State.

Public RFP Opening Address

Texas Historical Commission, Historic Sites Division RFP No.: RFP# 808-20-HSD-0001

208 East 10th Street, Suite 327 RFP Deadline: August 7, 2020

Austin, Texas 78701 RFP Closing: 2:00 P.M. C.T.

NOTE: THIS FORM MUST BE COMPLETED & RETURNED WITH THE PROPOSAL

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TEXAS HISTORICAL COMMISSION REQUEST FOR PROPOSAL

FOR

OPERATION OF RETAIL STORE/FOOD CONCESSIONS/EVENT/GUEST SERVICES/EVENT

CATERING/CUSTODIAL SERVICE

FOR THE FRENCH LEGATION STATE HISTORIC SITE

July 13, 2020

RFP 808-20-HSD-0001 Class/Item: 961-15

SECTION 1 GENERAL

1.1 SCOPE. The State of Texas, by and through the Texas Historical Commission (THC) seeks sealed proposals to establish a contract for operation of retail store/food concessions/guest services/event catering/custodial services in accordance with the specifications contained in this Request for Proposal (“RFP”). In particular, the services requested herein and to be provided by the vendor under any contract(s) awarded as a result of this RFP are to provide the following “core services” at the newly renovated visitor center at the French Legation State Historic Site in East Austin that supports both the site’s educational mission and the needs of its visitors in compliance with the Texas Administrative Code Title 13, Chapter 16:

o Food services to the site’s visitors and local pedestrian traffic during daily operations

o Food services includes operation of a daily food concession that may include pastries, hot and cold

beverages, and light “grab and go” meals with the option of serving as the site’s preferred caterer for

private facility rentals and in-house special events. A standard “opt-out” fee agreed upon by THC

paid to the vendor will allow renters to bring in their own caterer if they choose.

o The vendor will maintain and hold the liquor license in compliance with all applicable rules and

regulations established by the Texas Food Establishment Rules (TFER) and Title 25, Chapter 228 of

the Texas Administrative Code (TAC) including but not limited to the standards for equipment, staff,

food preparation, and storage. The vendor will provide bar service for all eligible functions at the

site including afterhours event catering unless a renter has chosen to “opt out” of the vendor’s

catering service.

o Retail store with items that support the site’s historic themes and mission and that are of convenience and

interest to its visitors. Retail inventory will include about 20% THC corporate or branded items. Retail

services should include rental of appropriate recreational items for use onsite including petanque sets.

o Guest services including admissions ticketing.

o Janitorial services for the building including the lobby/exhibit/retail area, restrooms, kitchen, offices, exterior

deck, and courtyard.

The mission of the Texas Historical Commission Historic Sites Division is to steward thirty-two diverse cultural sites across the state. The Historic Sites Division uses these preserved properties and material culture to bring Texas history alive, providing the public a tangible experience of history through place. Through rich interpretation of these authentic historic properties and objects, the Historic Sites Division educates, enlightens and entertains people of all generations with stories of Texas. The French Legation State Historic Site is the oldest documented structure in the city of Austin located at 802 San Marcos Street just a block east of IH-35 and in the heart of the Robertson/Stuart & Mair Local Historic District. Completed in 1841 as a French diplomatic outpost to the Republic of Texas, the site’s

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original 21.5 acres was later sold off by the Robertson family and supported the growth of a diverse neighborhood of freedmen and immigrants in the late 19th century. Those families built East Austin into a thriving segment of the city noted for education, small business, and the arts. Today, the neighborhood bridges the 7th street transportation corridor and the 11th street business corridor, is bounded to the east by the State Cemetery and contains historic homes, new high-rise apartments and luxury condominiums. The mission of the French Legation State Historic Site is to build community by bridging communities with the preserved stories of our shared past from the Republic of Texas era to the present day. The newly renovated and expanded visitor center will feature:

o 620 square feet of interior public space for a service counter, retail space, and service seating

o 435 square feet of “back of house” space for a prep kitchen and two mop closets. Installed sinks

include mop sinks, hand sinks, and pot sinks. Electrical outlets, drains, and water feeds for other

necessary appliance are installed but appliances are not.

o 56 square feet of dedicated storage in addition to mop closets.

o 1,250-gallon grease trap capacity

o 500 square feet of exterior deck space for service seating on the east side of the visitor center facing

San Marcos Street

The visitor center will also house site storage and THC offices in the rear and second floor. The 2-acre site features rolling lawns and shade trees surrounding the recently restored historic Legation building that will be operated by the THC for tours, exhibits, and programming with occasional rentals that can serve small groups up to about 50. The grounds will be offered as a rental venue capable of hosting larger functions up to about 600 combined between three lawn areas where tents can be placed. There is street parking along San Marcos Street and the site has a parking lot with about 9 spaces. Additional event parking can be negotiated via relationships with local churches and businesses. Daily site operations include but are not strictly limited to:

o Passive use of the grounds free of charge.

o Guided tours of the historic French Legation building and grounds provided by THC staff and volunteers.

o Programs, events, classes and school programs provided by THC staff and partner organizations.

Afterhours operations may include: o Facilities rentals for both private and public events on the grounds or in the buildings.

o Programs, events and classes provided by THC staff and partner organizations.

The goal of this Request for Proposal is to select and develop an ongoing, mutually beneficial relationship between a vendor and the THC for the support of the division and site missions, and the overall benefit of the local and statewide community. Historic visitation data for the site is limited but available upon request. 1.2 CONTRACT TERM. The services requested shall be provided for a period of five (5) years from the effective date of the contract (July 1, 2020 or the last signature date, whichever is later), and end five years after the effective date. At the sole option of the THC, the Contract may be extended as needed, not to exceed a total of 120 period days. 1.3 COMPENSATION.

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Compensation will be based on the franchise fees discussed in 2.1.1 Services. D. Sub Providers and Suppliers List. The awarded Respondent must provide THC with a list of all sub providers and suppliers that submitted quotes or proposals for subcontracts. This list shall include sub providers' and suppliers' names, addresses, and telephone numbers. 1.4 Definitions. For purposes of this RFP, the following definitions apply;

a) Addendum - A modification of the specifications issued by the THC and distributed to prospective Respondents prior to the opening of responses;

b) Best and Final Offer (BAFO) - A formal request made to selected Respondents for revisions to the originally submitted Proposal, if requested;

c) Contract - The contract awarded as a result of this RFP and all exhibits thereto., This RFP, any Addendum issued in conjunction with this RFP, the successful Respondent's Proposal, any BAFO, and subsequent submission by Respondent, shall all be fully incorporated therein as exhibits; and

d) Electronic State Business Daily (ESBD) - The Electronic State Business Daily, which is available on-line at http: esbd.cpa.state.tx.us/

e) Gov't Code - Texas Government Code. f) Proposal - The response submitted by a vendor to the THC as a result of this solicitation. g) Respondent - Any person or vendor who submits a Proposal in response to this solicitation. h) RFP - Request for Proposals, which is the type of solicitation in this document. i) TAC - Texas Administrative Code, which is the publication for administrative rules. j) THC - Texas Historical Commission k) FLSHS - French Legation State Historic Site

1.5 RFP Protest Procedures

Pursuant to 13 TAC §11.13: a) The purpose of this section is to provide an internal protest procedure to be used by any actual or prospective bidder, offeror, proposer, or contractor who is aggrieved in connection with the solicitation, evaluation, or award of a contract by the commission from a delegated procurement. The following procedures are available for persons or firms not awarded the contract pursuant to authority delegated to the commission by the Comptroller of Public Accounts or by Texas Government Code, Chapters 2155 - 2158. These procedures are consistent with the rules of the Comptroller of Public Accounts insofar as such rules are applicable to an internal agency review. (b) Any actual bidder or offeror who is aggrieved in connection with the award of a contract may formally protest the award of the contract by submitting a protest to the executive director in accordance with the procedures in this section.

(1) Any bid protest must be in writing and received in the care of the executive director within five working days after the bidder is notified that the award of a contract is forthcoming or otherwise knows, or should have known, of the occurrence of the action which is protested. (2) Formal protests must conform to the requirements of and shall be resolved in accordance with the procedures set forth in this section. (3) In the event of a timely protest, the commission shall consider the protest and reply in writing before proceeding with the solicitation or with the award of the contract unless the executive director makes a determination that the award of contract without delay is necessary to protect substantial interests of the state. (4) If the executive director determines that a violation of the rules or statutes has occurred in a case where a contract has been awarded, the executive director shall inform the protesting party and other interested parties of that determination by letter. The letter shall set forth the reasons for the determination and may set forth any appropriate remedial action, which may include canceling or voiding the contract to the extent allowed by law.

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(5) A bid or a bid protest that is not submitted in a timely manner is not eligible for consideration under this section.

(c) A formal protest shall be addressed to the executive director and must be sworn and contain the following: (1) a specific identification of a statutory or regulatory provision(s) that the action complained of is alleged to have violated; (2) a specific description of each act alleged to have violated the statutory or regulatory provision(s) identified in paragraph (1) of this subsection; (3) a precise statement of the relevant facts; (4) an identification of the issue or issues to be resolved; (5) argument and authorities in support of the protest; and (6) a statement that copies of the protest have been mailed or delivered to all other identifiable interested parties. Upon request, the commission will furnish to the requestor a list of interested parties, as reflected in the records of the commission.

(d) The executive director may request additional information from the party submitting the protest, any other interested party, or commission staff. (e) If the protest is not resolved by mutual agreement, the executive director will issue a written determination of the protest.

(1) If the executive director determines that no violation of rules or statutes has occurred, he shall so inform the protesting party by letter which sets forth the reasons for the determination. (2) If the executive director determines that a violation of the rules or statutes has occurred, he shall so inform the protesting party by letter which sets forth the reasons for the determination and the appropriate remedial action.

(f) A decision by the executive director shall be the final administrative action. (g) The commission will maintain all documentation about the purchasing process to be used in the event of a protest or appeal in accordance with the commission's record retention schedule.

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SECTION II STATEMENT OF WORK

2.1 SERVICE REQUIREMENTS. Services shall include, but are not limited to, the requirements contained in this RFP. Services set forth that contain the words "must" or "shall" are mandatory and must be provided as specified with no alteration, modification, or exception. Services set forth that contain the words "may" or "can" allow Respondents to offer alternatives to the manner in which the services are provided. The requested services and corresponding deliverables are as follows: 2.1.1 Services:

1. General: The selected Respondent shall:

• be ready to open by July 1, 2020.

• make an Initial Capital Investment (ICI) into the facilities included in this scope of service that may

include: finishes, fixtures, equipment, and furnishings to support the selected Respondent’s business

operations and fulfillment of the scope of service covered in this RFP. Franchise fees will be deducted

from this ICI up to the point of 90% reimbursement.

• work with THC staff to develop menus, retail inventory, and concept ideas that support the historic

themes that are central to the site’s interpretation.

• provide all staff adequate to accomplish the services as part of this contract. Staff resumes must be

submitted with the Respondent’s proposal along with a clear background check. Changes to staff roster

will be provided to and reviewed by the THC FLSHS Site Manager

• maintain a non-smoking facility.

• adhere to applicable rules in the Texas Administrative Code, Title 13, Chapter 16. Assist the THC staff

in enforcing the historic sites rules for visitor conduct contained therein.

• cooperate in addressing security concerns both during business hours and after-hours events.

• work with the THC to determine and implement appropriate discounts for Friends group members,

THC staff and volunteers.

• follow THC uniform and appearance guidelines for all front-end staff.

• follow all THC safety and emergency protocols, working with the FLSHS safety officer to ensure

SDS/MSDS for materials used are properly filed, staff participate in training and drills, and there is

cooperation in the best interest of staff and visitor safety in all aspects of operations.

• submit annual Operating Plans, monthly revenue/visitation reports, periodic visitor evaluations, and

quarterly franchise fees as stipulated.

The THC reserves the following rights:

• The Name of the concession and any brand/logo will be developed in conjunction with the THC and be

consistent with the site’s history and interpretive themes, and other agency marketing efforts. THC will

have sole ownership and all rights of all logos and images associated with the French Legation SHS

including its visitor center, concessions, retail, and programming.

• To define security procedures including submission of staff to background checks.

• To provide all programmatic, interpretive, and visitor conduct signage including:

o exhibit and interpretive panels

o admissions and programs pricing and policies

• The final approval of all:

o decor, appearance and equipment.

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o published menus, prices, and offerings.

o marketing.

o items for retail.

o training materials for front-end staff.

o procedures, policies, and training associated with safety, emergency preparedness, and continuity

of operations.

2. Concessions: Shall provide daily food and beverage service to support the visitor experience and to serve guests to the FLSHS and surrounding business communities in a way that is consistent with and promotes the mission and historic themes of the site. The selected Respondent must:

• Provide food and beverage service a minimum of 6 hours daily during site operating hours Tuesday

through Sunday. Food concessions must be available in conjunction with site open hours but may be

open after hours when the site is not open to the public with prior written approval.

• be available for exclusive catering rights for weekday events hosted by the THC.

• serve as the site’s “preferred caterer” for after-hours rental events at the site with an “opt out” fee due to

them should the renter choose to use another catering service. Should the Respondent not be able to

accommodate a renter’s day or need, the standard, agreed upon “opt out” fee shall be waived.

• maintain the liquor license and liability insurance associated with the liquor license in compliance with all

applicable rules and regulations established by the Texas Alcoholic Beverage Commission (TABC).

• comply with all applicable Texas Food Establishment Rules (TFER) and Title 25, Chapter 228 of the

Texas Administrative Code (TAC) including but not limited to the standards for equipment, staff, food

preparation, and storage.

• provide proof of insurance coverage including but not limited to general liability, liquor liability and

workman’s compensation.

• maintain a passing or better rating from health department inspection.

• comply with the City of Austin’s Universal Recycling Ordinance and other applicable COA ordinances.

• supply all packaging, dishes glassware, silverware, cookware, and other equipment and supplies necessary

for operating the food and beverage concession.

• work with the FLSHS rentals coordinator to create appropriate service packages to be sold when booking

after-hours rental events at the FLSHS.

• work with the FLSHS site manager to develop internal service packages for internal events during

business hours.

3. Retail: Shall provide retail services to support the visitor experience and to serve guests to the FLSHS and surrounding business communities in a way that is consistent with and promotes the mission and historic themes of the site. The selected Respondent must:

• provide retail services at least during site operating hours Tuesday through Sunday. Retail services must

be available in conjunction with site open hours but may be open after hours when the site is not open to

the public with prior written approval.

• supply a point of sale retail system and must work with the THC to ensure that the POS system supports

admissions ticketing, retail and food/beverage services, and collection of certain visitor demographics.

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• carry a minimum of 20% THC and FLSHS branded items on consignment.

• provide a minimum of 10% discount on retail items to THC/FLSHS members, staff, and volunteers.

• work with the FLSHS site manager to develop retail inventory specific to site programs, and permanent

and changing exhibitions.

4. Guest Services: Shall provide guest services to support the visitor experience at the FLSHS and in a way that is consistent with and promotes the mission and historic themes of the site. Guest services include admissions and program ticketing, gathering visitor demographic data, visitor feedback and experience evaluation, and providing a generally welcoming and informative visitor-focused environment. The selected Respondent must:

• ensure admissions ticketing is available during the FLSHS’s normal business operating hours and enable

THC staff to assume ticketing duties during afterhours events and programs, honoring all admissions

prices and discounts established by THC/FLSHS staff.

• print tickets for classes, tours, programs, and events.

• maintain and provide to THC/FLSHS staff registration lists for classes, tours, programs, and events.

• provide space for and direct visitors to brochures, rack cards, and promotional material for THC and

partner sites, including an iPad sign-up for a THC newsletter.

• gather visitor demographic data including zip code, age, and gender.

• work with THC/FLSHS staff to conduct visitor surveys evaluating their experience at the site.

5. Custodial/Janitorial Services: Shall provide custodial/janitorial services in the public and vendor-assigned areas of the visitor center at the FLSHS. The selected Respondent must:

• maintain clean, safe and visitor-ready facilities at all times. The areas the Respondent is responsible for

are:

o Interior Visitor Center (retail/concessions/exhibit space) & Kitchen/Vendor Storage

o Janitorial Closet

o Three (3) Public Restrooms

o Exterior Visitor Center, which consists of the courtyards, pathways, and deck area immediately

surrounding the building

• provide staff for cleaning as well as all cleaning supplies and equipment. THC/FLSHS will provide paper

and hygiene products for the restrooms.

• ensure that all SDS/MSD sheets are maintained, current, and complied with

• report any damage or vandalism to THC/FLSHS staff.

• schedule cleaning activities so they do not impede regular site operations. Cleaning of all public areas

should occur either before or after the site’s business hours. Depending on visitor traffic, restrooms and

other public areas may need additional cleaning attention during business hours.

• attend to the following tasks daily (unless otherwise noted) for each area of responsibility:

o Interior Visitor Center (retail/concessions/exhibit space) & Kitchen/Vendor Storage

▪ sweep and mop all hard floors using sanitizing agent and remove any shoe marks.

Ensure this is done under furniture, counters/equipment, and in corners.

▪ vacuum any carpeted areas and/or walk-off mats. Wash non-carpeted kitchen mats.

▪ dust all vertical and horizonal surfaces including but not limited to exhibit panels,

picture frames, cases, shelves, countertops, furniture, windowsills, ledges and retail

items.

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▪ wipe down tables, chairs, countertops and door handles with sanitizing agent.

▪ remove trash to collection point and reline trash receptacles with fresh liners.

▪ ensure all food is properly stored and/or disposed of.

▪ clean any food displays.

▪ spot-clean windows.

▪ wash out and sanitize trash receptacles (weekly).

▪ wipe out equipment (refrigerator, freezer, microwave, etc.) with sanitizing agent

(weekly).

▪ clean windows (monthly).

▪ clean/vacuum air supply and exhaust grills (monthly).

▪ detail clean baseboards and other moldings with a damp cloth (monthly).

▪ supervisor inspection (monthly).

o Janitorial Closet

▪ rinse and clean sink

▪ sweep and mop the floor

▪ ensure it is free of trash and/or inappropriately stored items

▪ wipe down all shelves (monthly)

o Three (3) Public Restrooms

▪ clean, sanitize, and polish all toilets, sinks, door handles, light switches, kick plates, and

other bathroom fixtures.

▪ replace hand towels, toilet tissue and hand soaps.

▪ sweep and mop floors with sanitizing agent, including corners and behind/beneath

toilets.

▪ wipe down all mirrors, countertops, and wall tile, ensuring the removal of any soiling,

bodily fluids, and graffiti.

▪ remove trash to collection point and reline receptacles with a fresh liner.

▪ empty and reline sanitary napkin units.

▪ dust all vertical and horizontal surfaces.

▪ wash out and sanitize trash receptacles (weekly).

▪ clean windows (monthly).

▪ clean/vacuum air supply and exhaust grills (monthly).

▪ detail clean baseboards and other moldings with a damp cloth (monthly).

▪ supervisor inspection (monthly).

o Exterior Visitor Center, which consists of the courtyards, pathways, and deck area immediately

surrounding the building

▪ remove trash from receptacles to collection point and reline receptacles with fresh liners.

▪ clean drinking fountains with a sanitizing agent and polish.

▪ pick up trash and sweep all courtyards, decks and pathways immediately surrounding the

building.

▪ clean first floor windows and glass doors.

▪ clean all railings and handrails as needed.

▪ mop and/or power wash deck, pathways and patio areas immediately surrounding the

building seasonally and as needed.

▪ wash out and sanitize trash receptacles (weekly).

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2.1.2 Selected Respondent’s Responsibilities & Contractual Requirements:

1. The selected Respondent must submit satisfactory evidence of its ability to furnish products and services

in accordance with the terms and conditions of this proposal. The THC reserves the right to make the

final determination as to the selected Respondent’s ability to provide the services requested herein.

2. The selected Respondent will be required to assume sole responsibility for the complete efforts as

required by this RFP. The THC will consider the selected Respondent to be the sole point of contact

regarding contractual matters and copes of services engaged by the selected Respondent.

3. The contract between the selected Respondent and the THC will define the termination rights of each

part; both for cause and not for cause. In all cases, if the THC terminates the contract with the selected

Respondent, the THC will assume no responsibility for reimbursement of unamortized capital

investments made by the selected Respondent. Inventory in good condition may be purchased by the

THC or successor based on the selected Respondent’s actual inventory cost. Terms and timetables of

any inventory purchase shall be separately negotiated at that time. It is expressly understood and agreed

that this contract may be terminated or amended at any time at the discretion of the THC and that no

right of renewal is granted thereunder.

4. The THC may grant relief from performance of the contract if the selected Respondent is prevented

from performance by an act of war, order of legal authority, act of God, or other unavoidable causes not

attributable to the fault or negligence of the selected Respondent. The burden of proof for the need of

such relief shall rest upon the selected Respondent. To obtain release based on force majeure, the

selected Respondent shall file a written request with the THC.

5. The selected Respondent shall neither transfer nor assign the contract awarded based on this RFP, nor

grant any interest or privilege therein, without prior approval in writing from the THC.

6. Unless an applicable state statute or applicable federal law establishes another procedure for the

resolution of disputes, the dispute resolution process provided for in Texas Government Code, Chapter

2260 shall be used by the THC and the selected Respondent to resolve all disputes arising under this the

contract awarded based on this RFP.

7. Any contract awarded based on this RFP shall be governed by the laws of the State of Texas, and the

venue is in Travis County for all purposes related to a contract based on this RFP.

8. The selected Respondent shall maintain complete and accurate financial records for all transactions, and

will issue monthly expense, revenue, sales, and visitation/demographic reports to the THC. The selected

Respondent shall maintain and retain supporting fiscal documents relating to any contract arising from

this RFP and the State’s property for a period of seven (7) years after the date of contract termination.

The THC reserves the right to audit the selected Respondent’s records.

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9. All franchise fees will be calculated by THC and paid by the selected Respondent quarterly consistent

with the Funding Model agreed upon in the final contract and based on the proposal component

submitted by the Respondent in section 3.5.5 of this document.

10. The selected Respondent must comply with the Management Contract Guidelines of IRS Revenue

Procedure 97-13, 1997-1 C.B. 632, as modified or amended. All proposals must comply with the

conditions under which the license agreement does not result in private business use under Section

141(b) of the Internal Revenue Code of 1986, as amended.

11. The selected Respondent will be responsible for all applicable permits, licenses and fees pertaining to the

operation of the retail and concessions facilities and it shall give all notices and comply with all federal,

state, and local laws, ordinances, rules and regulations related thereto. The selected Respondent must

have all applicable permits and licenses before commencing operations, unless THC and the selected

Respondent mutually agree upon an alternative date.

12. The selected Respondent shall be responsible for all taxes imposed as a result of its operations.

13. The selected Respondent must affirm that it 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 award, extension, or amendment of any contract

arising from this RPF.

14. The selected Respondent shall certify that it is in compliance with Texas Government Code Section

669.003, relating to contracting with the executive head of a state agency. If this applies, the selected

Respondent will provide information required by that section to the THC.

15. In accordance with Executive Order RP-80, issued by the Office of the Governor, the selected

Respondent must use the Department of Homeland Security’s E-Verify system to verify the employment

eligibility of all persons employed during the contract term to perform duties within Texas and all

persons (including subcontractors) signed by the selected Respondent to perform work pursuant to the

contract for the entirety of the contract term.

16. The selected Respondents an independent entity, will indemnify and hold harmless the Texas Historical

Commission from any liability and loss of any nature whatsoever, including but not limited to any liability

or loss caused by any act of commission or omission of the selected Respondent, its agents, employees or

invites, which may arise as a result of its operations. The selected Respondent will provide all

indemnification and subrogation for the company’s operations to the Texas Historical Commission.

17. The selected Respondent shall acquire and maintain for the duration of the contract: Comprehensive

General Liability Insurance including but not limited to the following coverages: (1) Broad Form

Comprehensive General Liability, Premises and Operations, Products and Completed Operations,

Contractual Liability, Fire Legal Liability; (2) Liquor Liability Insurance in an amount not less than one

million dollars ($1,000,000); (3) Workers’ Compensation and Employers’ Liability Insurance. Employer’s

Liability Insurance shall provide for limits of liability in an amount not less than one million dollars

($1,000,000) per occurrence. The Texas Historical Commission and State of Texas shall be named on the

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General liability insurance policy as Additional Insured. The selected Respondent shall furnish the Texas

Historical Commission certificates of insurance evidencing the above coverages. The following types of

insurance may be required if deemed necessary for a specific proposal: Property Insurance, including

business interruption coverage, Crime insurance and Liquor Liability Insurance in an amount not less

than $1 million

18. The selected Respondent is responsible for making an Initial Capital Investment (ICI) in the facilities

within the scope of their service under the terms of this RFP. The ICI includes any and all tenant

finishes, furnishings, selected décor, and equipment, but does not include license or permit fees,

consumable supplies, or retail or rental inventory. Any and all work needed to complete the installation

of the items associated with the ICI within the stated area will be at the sole expense of the selected

Respondent. All plans and specifications must have the prior approval in writing of the THC before any

work is initiated. Any and all companies brought in to perform renovation or construction work must

have prior approval by the THC. Complete drawings and perspectives should be submitted by the

selected Respondent in order to present the area as it would look after all necessary tenant finishes,

furnishings and equipment are completed and installed. Expenses related to the ICI must be approved

before work is initiated, and work must be completed in time for the site to open on July 1, 2020. Unless

mutually agreed upon by the selected Respondent and the THC, expenses past July 1, 2020 will not be

eligible for inclusion in the ICI. Franchise fees due to the THC will be deducted from the ICI up to 90%

reimbursement. All items included in the ICI will remain on premises upon termination or expiration of

the contract and become the property of the THC. If the contract is terminated or expires, the THC will

assume no responsibility to reimburse the Initial Capital Investment and such items become property of

the State of Texas. .The contract shall not be construed as creating a debt on behalf of THC in violation

of Article III, Section 49 or 49a of the Texas Constitution.

19. The specified area within the French Legation State Historic Site Visitor Center will be available to the

selected Respondent on completion of a signed contract and shall be ready to provide the full scope of

service identified in this contract by July 1, 2020 when the site formally opens to the public.

20. THC/FLSHS staff reserve right of entry and access to all facilities operated under any contract arising

from this RFP.

21. The selected Respondent’s responsibilities include daily upkeep, housekeeping, inventory/stocking, and

staffing the areas of the Visitor Center and exterior area immediately surrounding the building that are

identified in the Scope of Service. The THC will provide general maintenance and repairs of the

building, utilities (heating, cooling, plumbing, electrical, and telephone). The selected Respondent is

wholly responsible for the upkeep, maintenance, repair and replacement of any finishes, furnishings and

equipment provided as capital investment under the terms of this agreement. Within the facilities the

selected Respondent is responsible for, they are permitted to use lighting, fixtures, and finishes owned by

the THC but are responsible for the maintenance, repair, and replacement costs of these components.

22. The selected Respondent shall provide all labor required for managing and operating the food/beverage

concession, retail, guest services/admissions ticketing, and janitorial services including salaried

management staff and hourly associates. In carrying out its responsibilities, the selected Respondent shall

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provide direct compensation and benefits to and assume all responsibilities for training, hiring,

scheduling, and supervising all employed personnel. The selected Respondent will provide all personnel

with THC-logo uniforms and service training. All personnel must meet the THC’s standards for

appearance and standards of conduct and are subject to the same pre-employment screening standards as

the employees of the THC. The Respondent has the exclusive right to hire and fire its personnel, but

THC has the right to determine whether the conduct, appearance and qualifications of the onsite

management employed by Respondent are appropriate under this contract.

23. The selected Respondent will provide all janitorial, food/beverage concession and retail merchandise

and/or products and will be responsible for all expenses related to product acquisition. The selected

Respondent shall pay all invoices on a timely basis so not to jeopardize the receipt of product, equipment

or supplies needed for successful operation. The selected Respondent shall be responsible for all

consumable products used in providing these services and the operation of these facilities. The THC will

provide all paper products and hand soaps for the three public restrooms, and will provide safety

equipment including fire extinguishers, first aid kits, emergency eye wash station, and automatic external

defibrillators (AED).

24. THC will provide general utilities for the site, including electricity, water, sewer, and telephone service.

All expenses related to waste removal for the site, cleaning, cell phones, computer networks, servers, ISP

accounts, software, and pest control shall be the responsibility of the selected Respondent. This will be

governed by 13 Texas Administrative Code 16.12(i).

25. All internal and external signs deemed necessary by the selected Respondent or the THC for the

operation of food/beverage concessions and/or retail shall be the responsibility of the selected

Respondent. However, design and location of such signs must have the approval of the THC in advance

of fabrication and installation.

26. The selected Respondent shall abide by the THC’s branding guidelines and specific prohibitions

regarding products sold at THC Historic Sites. The sale of firearms, tobacco-related products, explosives,

and fireworks is prohibited. The retail inventory carried by the selected Respondent shall include no less

than 20% of THC and/or FLSHS branded items on consignment. Every effort should be made to

promote the THC’s mission and the stories and interpretive themes of the FLSHS when making product

concept decisions. All products sold shall be appropriate to the mission, programs, collections, and

exhibits of the FLSHS. All retail products must have prior approval by the THC and may be removed or

discontinued if deemed inappropriate or objectionable.

27. All process for items for sale or rental must be prominently posted. All prices must be consistent with

the local market and local operations.

28. Ownership of all data, material, and documentation originated and prepared for the THC/FLSHS

pursuant to the proposal and/or contract shall belong exclusively to the Texas Historical Commission.

Any proposal submitted by the Respondent will be the property of the State of Texas and will not be

returned to the Respondent.

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2.2 REPORTING AND DELIVERABLES.

1. The THC’s fiscal year begins on September 1st. Therefore, all financial reporting must correspond with

this fiscal year. The selected Respondent shall submit to the THC FLSHS Site Manager at least 60 days

prior to the fiscal year’s end an Operational Plan for the coming fiscal year. Plans must be provided in

both printed and digital format includes, at minimum:

a. expense and revenue projections.

b. proposed improvements or changes, if any.

c. facility maintenance and repair expenses.

d. marketing promotions/initiatives.

e. management and staffing plan.

2. Monthly reports that include sales revenue, admissions, and visitor demographic data will be provided to

the THC FLSHS Site Manager each month no later than the 10th calendar day of the following month.

Monthly reports should also include material and labor costs for internal catering for THC events and

programs.

3. Gathering visitor feedback will be an ongoing activity to provide input into an environment of continual

improvement. This may take the form of surveys, online or onsite reviews, or other reporting agents.

The selected Respondent will coordinate with the THCFLSHS Site Manager to gather visitor feedback on

specific and general points of operations. Results will be reported at least quarterly to the THC FLSHS

Site Manager in the form of a written summary and may include raw data if requested by the THC

FLSHS Site Manager.

4. Franchise fees will be calculated quarterly and deducted from the selected Respondent’s Initial Capital

Investment (ICI). Fees will be due no later than 30 days after the close of each quarter.

5. The selected Respondent will provide the THC FLSHS Site Manager with copies of all inspections,

permits, certifications relevant to the services provided within the scope of this RFP.

2.3 SUBCONTRACTORS. Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Respondent. No subcontract under the Contract shall relieve Respondent of responsibility for ensuring the requested services are provided. Respondents planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors and the proposal shall include a letter from each proposed subcontractor, agreeing to work on the team. Subcontractors employed after the award of the Contract must be approved in advance of service in writing by the THC and will be held to the same requirements, including background checks.

2.4 PERFORMANCE TRACKING. THC will monitor the performance of the Contract issued under this RFP. All services under the Contract shall be performed at an acceptable quality level and in a manner consistent with acceptable industry standard, statutes, custom, and practice. The following criteria will be used to gauge the performance of the selected Respondent:

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1. Ability to meet or exceed revenue projections in the annual Operations Plan. The THC will make every

effort to work with the selected Respondent to support business success, but this is ultimately the

responsibility of the selected Respondent.

2. Ability to coordinate with the THC/FLSHS staff to create a seamless business operation at the FLSHS.

3. Adherence to applicable laws and statutes. Violations must be addressed immediately, and repeated violations

will be considered breach of contract with the THC.

SECTION III PROPOSAL INFORMATION

3.1 SCHEDULE OF EVENTS. The solicitation process for this RFP will proceed according to the following schedule:

EVENT DATE Issue RFP/ESBD Posting Date July 13, 2020 Pre-Proposal Conference (mandatory) July 20, 2020, 10:00am, CST Deadline for Submission of Questions July 27, 2020, 2:00pm, CST Official Response to Questions Posted July 31, 2020, Deadline for Submission of Proposals/RFP Aug 7, 2:00pm, CST (Late RFPs will not be considered) Bid Opening Aug 7, 2020, 2:01pm, CST RFP Evaluations Aug 10-14, 2020 Oral Presentation & Interview with Top Candidates Aug 24-26, 2020 Expected Award of Contract (or soon thereafter) Sept 2, 2020 Expected Contract Start Date (or soon thereafter) Sept 16, 2020

3.2 REVISIONS TO SCHEDULE. THC reserves the right to change the dates in the schedule of events above upon written notification to prospective Respondents through a posting on the ESDB and the THC website. It is the responsibility of interested parties to periodically check the ESDB and the THC website for updates to the RFP prior to submitting a Proposal. The Respondent's failure to neither periodically check the ESDB and the THC website will in no way release the selected Contractor from the requirements of "addenda or additional information" nor will any resulting additional costs to meet the requirements be allowed after the award(s). 3.3 PRE-PROPOSAL CONFERENCE. Attendance at the pre-proposal conference is mandatory. A pre-proposal conference is scheduled for July 20, 2020, 10:00 am (Central Time, Austin, Texas). The location of the pre-proposal conference is French Legation State Historic Site, 802 San Marcos Street, Austin TX. 3.4 PROPOSAL REQUIREMENTS.

a) Submissions: Respondents shall submit one (1) signed original Exhibit A, Execution of Proposal, one (1) signed Signature Page, along with one (1) original and 4 copies of the Proposal. Proposal pages should be numbered and contain an organized, paginated table of contents corresponding to the section and pages of the Proposal.

b) Costs: The THC will not reimburse the Respondent for any cost related to its Proposal. The Respondent is responsible for any expense related to the preparation and submission of its Proposal.

c) THC will not consider any Proposal that bears a copyright. Proposals will be subject to the Texas Public Information Act (PIA), Tex. Government Code, Chapter 552, and may be disclosed to the public upon request. The Proposal and other submitted information shall be presumed to be subject to disclosure unless a specific exception to disclosure under the PIA applies.

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If it is necessary for the Respondent to include proprietary or otherwise confidential information in its Proposal or other submitted information, the Respondent must clearly label that proprietary or confidential information and identify the specific exception to disclosure in the PIA. Merely making a blanket claim that the entire Proposal is protected from disclosure because it contains some proprietary information is not acceptable, and shall make the entire Proposal subject to release under the PIA. In order to initiate the process of seeking an Attorney General opinion on the release of proprietary or confidential information, the specific provisions of the Proposal that are considered by the Respondent to be proprietary or confidential must be clearly labeled as described below. Any information which is not clearly identified as proprietary or confidential shall be deemed to be subject to disclosure pursuant to the PIA. Subject to the Act, Respondents may protect trade and confidential information from public release. Trade secrets or other confidential information, submitted as part of a Proposal, shall be clearly marked at each page it appears. Such marking shall be boldface type at least 14 point font.

d) Contents: Listed below is a summary of all information to be included in a Proposal submitted in response to this RFP. THC reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state.

1) Respondent Information: Include the following information related to the responding business entity:

formal name and all assumed names used by the business entity; structure of business entity (i.e. sole proprietorship, partnership, corporation, etc.); state in which business entity was formed or incorporated; physical address and mailing address; principal place of business; whether, and to what extent, Respondent has established a physical presence in the State of Texas including relevant timeframes; and name, title, address, telephone number, facsimile number, and e-mail address of Respondent's primary contact.

2) Include a letter from any subcontractor proposed for the work in which the subcontractor agrees to work on the team. The letter should be on the subcontractor’s letterhead and explicitly acknowledge that the team member (1) agrees to the teaming arrangement, (2) is aware of and agrees to the specified rate structure, (3) is aware of and agrees to the terms of the proposed contract, and (4) is aware of and agrees that the team member has no conflict of interest. The letter must be included in the bid package, not mailed under separate cover.

3) The Respondent must provide evidence of financial responsibility and stability for performance of the requirements/services for which a proposal is submitted. In addition, the Respondent must disclose the source of any outside financial resources that will be utilized by the Respondent to enable it to perform any Contract awarded pursuant to the RFP. If requested by THC, Respondent must provide copies of documents to show the financial capability to demonstrate financial solvency, and to verify the capacity to fulfill the requirements of this RFP. The documents may include but are not limited to the Respondent's most recent audited financial statement. THC reserves the right to require any additional information necessary to determine the financial integrity and responsibility of a Respondent and to reject a response on the grounds of the Respondent's financial soundness.

4) Exhibit A – Execution of Proposal: Failure to sign and return the Execution of Proposal with the submitted Proposal will result in rejection of the Proposal.

5) Exhibit B – Non-Disclosure Agreement: Failure to sign and return the Non-Disclosure Agreement with the submitted Proposal will result in rejection of the Proposal.

6) Exhibit C- Funding Model identified in section 3.5.5 below. 7) Proposed Services: With respect to each of the services outlined in Section 2.1, provide the information

requested below:

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3.5 ELEMENTS OF PROPOSAL

3.5.1 Executive Summary The executive summary condenses and highlights the contents of the proposal. The summary should provide the reader with an overall understanding of the proposed concept and approach.

3.5.2 Proposed Concept Narrative

Provide an overall proposed concept narrative for the food/beverage concession, retail operations, and guest services as well as both internal and external catering operations that complements the site’s stories, interpretive themes, and the mission of the THC and FLSHS. Detail should include but is not limited to retail inventory ideas/samples, recreational items for rent on site, menu items, sourcing approaches, furnishings, and décor. THC is interested in working with the selected Respondent to incorporate interpretive story panels in the space, which THC would produce and fund, as well as other interpretive devices that would dovetail with components of the selected Respondent’s operations. Creativity and innovative approaches are encouraged.

3.5.3 Experience and Qualifications

A. Describe your company’s experience with similar scopes of service in both stand-alone operations and within larger operations.

B. Provide evidence of your company’s general background, experience and qualifications to operate successful retail and food service venues. Evidence should include a complete work history at venues of similar size and volume to the FLSHS. Include statistics that would help define each, such as square footage of the facilities, sales volume, event sizes catered, etc.

C. Provide two years of audited financial statements prepared in accordance with generally accepted accounting practices, or if publicly held the last two annual reports.

D. Provide an overview of the company’s last two years of health inspection reports from local

operations or operations nearest to the FLSHS.

E. Provide curricula vitae for the company principles and key personnel who will be overseeing the

development and implementation of the proposed concept and operations plan.

F. The THC is particularly interested in similar operations within museums and/or cultural attractions. Please provide a profile of similar accounts including sales volume by category, type of contract, tenure at account, and collateral material. Please provide name and telephone number for client liaison.

3.5.4 Management and Operations Plan A. Provide an Operations Plan for providing the scope of service contained in this RFP. This

should include, at minimum:

1. A description, in table format, of the necessary commitment of personnel and resources for each component of operations. This must include the number of personnel, their level or titles, the role or function of each and the number of hours required. This table should be all-inclusive, and Respondent should not anticipate any state employee

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involvement in delivery of services they will be obligated to provide under the terms of this contract.

2. A Marketing Plan for the first year of operations.

3. A projection of expenses and revenue for the first year of operations with each area of service detailed.

4. A plan to comply with Austin’s Universal Recycling Ordinance, including the recycling and commercial organics diversion requirements.

5. A visitor feedback plan that describes what feedback you will seek from visitors in the first year, what tools and strategies you will use to collect this information, and how you will incorporate this feedback into operational improvements.

B. Provide examples of advertising/promotional efforts employed with other clients or at other venues, or suggested efforts for the French Legation State Historic Site.

C. Respondent’s Options: Respondent may also submit suggested options for consideration which,

in their opinion, might strengthen their proposal. Options may include:

1. Drawings of facilities build-out budgeted for in the ICI.

2. Specific ideas for menus and retail inventory, or ideas that may enhance these operations.

3. Other facilities or assets managed by the Respondent that would be engaged to enhance

their operations of the Visitor Center at the French Legation State Historic Site.

4. Additional investment in facilities that the Respondent might propose.

5. Any exclusions or exceptions to the Request for Proposal.

6. Any additional information or data not requested in this RFP that should be considered in the evaluation of the proposal.

3.5.5 Funding Model

Respondents must propose a funding model for providing the services in this RFP consistent with its proposed management plan and the needs and expectations of the THC. While the strength of the Respondent’s proposal will be a significant criterion for awarding the contract, the funding model included in the final contract will be the result of contract negotiations after award of this RFP. The funding model will consist of several components:

Franchise Fees: Franchise fees are the percentages of gross sales for each revenue-generating service component the THC will charge the selected Respondent for use of the facilities. These consist of: Retail (includes rental of small recreational items for use on site) Food/Beverage Concessions Onsite Catering Admissions/Ticketing The THC will expect to receive 100% of admissions/ticketing revenue, but for each of the other revenue streams, the Respondent should propose a percentage of gross sales to be paid

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quarterly to the THC. A sliding scale whereby percentages increase based on sales volume is acceptable. For the purposes of this document, gross sales are defined as gross receipts less discounts, customer returns and any applicable state or local sales taxes.

Initial Capital Investment (ICI): This is the investment the selected Respondent will make to provide any finishes, fixtures, furnishings, and décor necessary to implement its Operations Plan and fulfill the scope of service covered in this RFP. This cost will be reimbursed in quarterly payments up to 90% of the total ICI over the term of the contract by deducting that quarter’s franchise fees until reimbursement is completed. Internal Catering: The THC will use the selected Respondent to cater large events and small programs held onsite and will expect this to be offered at a rate discounted from the public rate. Respondents should propose a percentage discount for internal catering.

Respondents may quote an alternative funding model, but proposals will only be considered if they include a plan based on the above structure as well.

3.5.5 Oral Presentation and Interview Top scoring Respondents will be invited to an oral presentation to and interview with the selection panel. The oral presentation may include digital and print media, retail inventory and menu samples, and other approaches to provide the panel a fuller sense of the Respondent’s vision and capabilities. Each presentation may not exceed one-hour (60 minutes) and may not include more than two (2) representatives of the Respondent’s company. The panel interview will follow, and Respondents should prepare to answer questions on any and all aspects of their proposal and presentation.

3.6 INQUIRIES.

a) All inquiries shall be submitted in writing to Theresa Wenske at theresa.wenske@thc.texas.gov by July 27, 2020, 2:00pm Central Time, Austin, Texas, the date listed as the deadline for submission of questions as specified in Section 3.1 above.

b) All inquiries will result in written responses posted to the Electronic State Business Daily (ESBD), available athttp://www.txsmartbuy.com/sp

c) Except as otherwise provided in this Section, upon issuance of this RFP, other employees and representatives of THC will not answer questions or otherwise discuss the contents of the RFP with any potential Respondent or its representatives. Failure to observe this restriction may result in disqualifications of any subsequent response. This restriction does not preclude discussions unrelated to this RFP.

d) If Respondent takes any exceptions to any provisions of this RFP, these exceptions must be specifically and clearly identified by Section in Respondent's Proposal in response to this RFP and Respondent's proposed alternative must also be provided in the Proposal. Respondents cannot take a 'blanket exception' to this entire RFP. If any Respondent takes a 'blanket exception' to this entire RFP or does not provide proposed alternative language, the Respondent's Proposal may be disqualified from further consideration. Any exception may result in the Contract not being awarded to the Respondent.

3.7 PROPOSAL SUBMISSION.

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a) All Proposals shall be received and time stamped at THC prior to August 7, 2020, 2:00 pm Central Time, Austin, Texas, on the date specified in the Schedule of Events above. THC reserves the right to reject late submittals.

b) Proposals should be placed in a separate envelope or package and correctly identified with the RFP number and submittal deadline/RFP opening date and time. It is Respondent's responsibility to appropriately mark and deliver the Proposal to THC by the specified date. A U.S. Postal Service (USPS) postmark or round validation stamp; a mail receipt with the date of mailing, stamped by the USPS; a dated shipping label, invoice or receipt from a commercial carrier; or any other documentation in lieu of the on-site time stamp WILL NOT be accepted.

c) Telephone, facsimile, and email Proposals will not be accepted. d) Receipt of all addenda to this RFP should be acknowledged by returning a signed copy of each addendum

with the submitted Proposal.

3.7 DELIVERY OF PROPOSALS. Proposals shall be submitted to THC by one of the following methods:

U.S. Postal Service Overnight/Express Mail Hand Deliver

Texas Historical Commission PO Box 12276 Austin, TX 78711-2276

Texas Historical Commission Austin, TX 78701

Texas Historical Commission Austin, TX 78701 Hours - 8:00 AM to 5:00 PM (CT)

3.8 PROPOSAL OPENING. Proposals will be opened at the Texas Historical Commission, Historic Sites Division, 208 East 10th Street, 3rd Fl, Austin, TX 78701.

a) All submitted Proposals become the property of THC after the RFP submittal deadline/opening date. The submitted Proposals and accompanying documentation will not be returned.

b) Proposals submitted shall constitute an offer for a period of ninety (90) days or until selection is made by THC, whichever occurs earlier.

3.9 PROPOSAL EVALUATION AND AWARD.

a) THC shall award a contract to a Respondent(s) whose Proposal is considered to provide the best value to the State of Texas, as defined by Tex. Government Code, Section 2155.074 and fit according to how well the Respondent’s proposal advances the mission and strategic goals of the THC and FLSHS.

b) A committee will be established to evaluate the Proposals. The committee will include employees of THC

and other persons invited by THC to participate.

c) THC reserves the right to award contract(s) without any negotiations and reserves the right to not make

awards.

d) THC reserves the right to award contract(s) to one or more Respondents. THC will make its award,

depending on what best serves the needs of the project.

e) The Respondent is strongly encouraged to provide its best funding model in its Proposal because THC makes

absolutely no guarantee that there will be any opportunity to negotiate or provide alternate pricing at any

point during the RFP process.

f) The evaluation committee will determine best value and fit by applying the following criteria and assigned

weighted values:

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Criteria Weight

Proposed Concept Narrative 20% Experience and Qualifications 20% Management and Operations Plan 30% Funding Model 20% Oral Presentation and Interview 10%

In determining the best value and fit THC shall consider the following factors:

1) The proposed concept narrative and how well the proposed approach reflects an understanding of and

compatibility with the objectives of the THC, the mission of the Historic Sites Division, the stories and mission of the French Legation State Historic Site.

2) Ability to demonstrate the Respondent’s ability to develop products and plans that will make the retail, food concessions and catering services at the FLSHS unique and compelling in its own right.

3) The soundness and creativity of the Respondent’s approach to the Scope of Work defined in this RFP, particularly as demonstrated in the management and operations plan.

4) Overall cost/benefit to the THC including life cycle costs, impact on THC staffing needs, the efficiency of overall operations at the FLSHS, and the impact on the overall quality of the visitor experience.

5) Compliance with the stated specification(s) coupled with the quality and reliability of the goods and services, such as fitness for use that meets or exceeds Customer expectations, and the characteristics of the product or services that bear on its ability to meet the stated/implied needs.

6) Indicators of probable performance under the Contract include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the Respondent’s ability to provide reliable maintenance agreements and support.

7) Other relevant factors, such as the Respondent’s anticipated economic impact to the state or a subdivision of the state, including potential tax revenue and employment, the effect of a purchase on agency productivity, and the cost of any employee training associated with the purchase.

8) Failure of the Respondent to provide any information requested in this RFP may result in disqualification of the proposal. This responsibility belongs solely to the Respondent.

9) Points may be deducted based upon internal evaluations or other evidence of unsatisfactory past performance on THC contracts of the proposer or the proposer’s team. The Respondent(s) deemed to be the best value will be awarded a contract.

3.10 COST TO THE STATE: Cost to the State will be scored on the basis of the Respondent’s Funding Model as outlined in section 3.5.5 (Exhibit C). 3.11 TIE BREAKERS: The following preferences are used in breaking tie proposals in accordance with current statutes: Gov’t Code §§2155.444, 2155.441, 2156.010.

3.12 PAST PERFORMANCE: A Respondent’s past performance will be measured based upon pass/fail criteria, in compliance with applicable provisions of §§2155.074, 2155.075, 2156.007, 2157.003, and 2157.125, Gov’t Code. Respondents may fail this selection criteria for any of the following conditions:

3.12.1 A score of less than 90% in the Vendor Performance System, 3.12.2 Currently under a Corrective Action Plan through the CPA, 3.12.3 Having repeated negative Vendor Performance Reports for the same reason, 3.12.4 Having purchase orders that have been cancelled in the previous 12 months for non-performance

(i.e. late delivery, etc.). Contractor performance information is located on the CPA web site at:

http://www.window.state.tx.us/procurement/cmbl/cmblhub.html

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THC may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas Administrative Code §20.108), THC may examine other sources of vendor 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 THC, and any negative findings, as determined by THC, may result in non-award to the Respondent.

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SECTION IV GENERAL TERMS AND CONDITIONS

Any Contract awarded as a result of this RFP may contain the general terms and conditions listed below in this Section. Subcontractors are also obliged to comply with these provisions and any other general terms and conditions that included in this RFP or any Contract awarded.

CONTRACT TO PERFORM BETWEEN

TEXAS HISTORICAL COMMISSION AND

Contract No. 808-20-HSD-0001

This agreement ("Contract") is entered into by the Texas Historical Commission (THC), an agency of the State of Texas, and ("Contractor"), located at .

I. Recitals

Whereas, on March 3, 2020, THC issued a Request for Proposals from qualified, independent firms to provide operation of retail store, food concessions, event/guest services, event catering and custodial services at the French Legation Historic Site in Austin, Texas. and on March 24, 2020, issued its official response to questions (collective “RFP”); and Whereas, Contractor submitted a proposal (Proposal) dated , 2020, in response to THC's RFP; and Whereas, Contractor was selected to provide operation of retail store, food concessions, event/guest services, event catering and custodial services at the French Legation Historic Site in Austin, Texas; Now Therefore, the THC and Contractor hereby agree as follows:

II. Authority

This Contract is entered into pursuant to Gov’t Code, Title 4, Subtitle D, § 442. 005.

III. Services, Standards of Performance and Contract Administration

Attachments. The following documents constitute the Standards of Performance for this Contract. All of the following are attached to and incorporated as part of this Contract for all purposes:

1. Request for Proposals, RFP 808-20- and Addenda (Exhibit A) 2. Contractor’s submitted proposal and Contractor’s Best and Final Offer (Exhibit B)

Order of Precedence. In the event of any conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents: this Contract prevails over all other documents, and Exhibit A (THC’s RFP and Addenda) prevails over Exhibit B (Contractor’s submitted proposal and Contractor’s Best and Final Offer). Contractor represents and warrants that it has the requisite qualifications, experience, personnel and other resources to perform in the manner required by this Contract.

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THC shall designate a Project Manager for this Contract. The Project Manager will serve as the point of contact between the THC and Contractor. THC's Project Manager shall supervise THC's review of Contractor's technical work, deliverables, draft reports, the final report, payment requests, schedules, financial budget administration and similar matters. The Project Manager does not have any express or implied authority to vary the terms of the Contract, amend the Contract in any way or waive strict performance of the terms or conditions of the Contract.

IV. Funding

The Parties acknowledge and agree that nothing in this agreement will be interpreted to create a future obligation or liability in excess of the funds currently appropriated to the agency by the Legislature of the State of Texas The THC shall not be liable for any damages or any other amounts which are caused by or associated with such termination.

V. Personnel

Contractor shall assign only qualified personnel to this Contract. On the date of THC's execution of this Contract, THC's project manager shall authorize the key personnel listed in Exhibit D of this Contract to provide services under this Contract. Contractor, in its reasonable discretion, reserves the right to substitute appropriate key personnel to accomplish its duties so long as the substituted personnel are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required. Contractor shall provide to THC prior written notice and obtain written approval from THC prior to any change in key personnel involved in providing services under this Contract. Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Contractor. No subcontract under the Contract shall relieve Contractor of responsibility for ensuring the requested services are provided. If Contractor uses a subcontractor for any or all of the work required, the following conditions shall apply:

a) Contractors planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors.

b) Subcontracting shall be solely at Contractor's expense. c) THC retains the right to check subcontractor's background and approve or reject the use of submitted

subcontractors. d) Contractor shall be the sole contact for THC. Contractor shall list a designated point of contact for all

THC inquiries.

VI. Payments

THC shall evaluate Contractor's performance using performance standards set forth in all documents constituting this Contract. This is a revenue generating contract and as such, THC will not be making payments to the vendor. Payment: Awarded vendor will make payments based on the funding model provided in their response, including franchise fees, retail sales fees, food/beverage concessions, onsite catering, and admissions/ticketing. The payments will be made quarterly, to the designated HSD department.

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VII. Term and Termination

This contract shall commence on July 22, 2020, or immediately thereafter, upon being signed by all parties, and shall terminate on ____________ unless otherwise sooner terminated as provided in this Contract. At the sole option of the THC, the Contract may be extended as needed, not to exceed a total of 120 days. Notwithstanding the termination or expiration of this Contract, the provisions of this Contract regarding confidentiality, indemnification, transition, records, right to audit and independent audit, property rights, dispute resolution, invoice and fees verification, and default shall survive the termination or expiration dates of this Contract. Convenience THC reserves the right, in its sole discretion, to terminate the Contract, in whole or part, provided fourteen (14) calendar days has been given by the THC to Contractor with written notice. Such notice may be provided by facsimile or certified mail return receipt requested and is effective upon Contractor's receipt. In the event of such termination, the Contractor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon receipt of the notice of termination. Cause/Default If the Contractor fails to provide the goods or services contracted for according to the provisions of the Contract, or fails to comply with any terms or conditions of the Contract, THC may, upon written notice of default to the Contractor, 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 as provided in equity, by law or under the Contract. THC 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. The exercise of any of the foregoing remedies will not constitute a termination of the Contract unless THC notifies the Contractor in writing prior to the exercise of such remedy. The Contractor shall be liable for all costs and expenses, including court costs and attorneys’ fees, incurred by THC with respect to the enforcement of any of the remedies listed herein. Right upon Termination or Expiration In the event that the Contract is terminated for any reason, or upon its expiration, the THC shall retain ownership of all associated work products and documentation obtained from the Contractor under the Contract. Survival of Terms Termination of the Contract for any reason shall not release the Contractor from 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 confidentiality, indemnification, transition, records, audit, property rights, dispute resolution, invoice and fees verification.

VIII. Confidentiality and Public Information

Notwithstanding any provisions of this Contract to the contrary, Contractor understands that THC will comply with the Texas Public Information Act, Tex. Government Code, Chapter 552 as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. THC agrees to notify Contractor in writing within a reasonable time from receipt of a request for information related to Contractor's work under this Contract. Contractor will cooperate with THC in the production of documents responsive to the request. THC will make a determination whether to submit a Public Information Act request to the Attorney General. Contractor will

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notify THC's point of contact within twenty-four (24) hours of receipt of any third-party requests for information that was provided by the State of Texas for use in performing the Contract. This Contract and all data and other information generated or otherwise obtained in this performance may be subject to the Texas Public Information Act. Contractor agrees to maintain the confidentiality of information received from the State of Texas during the performance of this Contract, including information which discloses confidential personal information particularly, but not limited to, social security numbers.

IX. Insurance and Other Security

Contractor represents and warrants that it will, within seven (7) business days of executing this agreement, provide THC with current certificates of insurance or other proof acceptable to THC of the following insurance coverage: Workers’ Compensation & Employers’ Liability. Contractor must maintain Workers’ Compensation insurance coverage in accordance with statutory limits: Workers’ Compensation: Statutory Limits Employers’ Liability: Each Accident $1,000,000 Disease: Each Employee $1,000,000 Disease: Policy Limit $1,000,000 Commercial General Liability. personal injury and advertising injury with, at a minimum, the following limits: Bodily Injury and Property Damage: Each occurrence limit $1,000,000 Aggregate Limit: $2,000,000 Medical Expense: $5,000 each person Personal Injury and Advertising Liability: $1,000,000 Products / Completed Operations Aggregate Limit: $2,000,000 Damage to Premises Rented to You: $50,000 Liquor Liability Insurance $1,000,000 Contractor represents and warrants that all coverages are with companies licensed in Texas, with “A” rating from A.M. Best Co., and authorized to provide the required coverages. Respondent also represents and warrants that all of the above policies and bonds contain endorsements prohibiting cancellation exception upon at least thirty (30) days prior written notice to THC. Respondent must, within the time provided above, furnish proof to THC of such coverage in the form of a Certificate of Insurance from Respondent’s insurance carrier or carriers indicating the above coverages. The Certificate shall be addressed to the Texas Historical Commission as the Certificate holder. Contractor represents and warrants that it shall maintain the above insurance coverage during the term of this Contract and shall provide THC with an executed copy of the policies immediately upon request.

X. Indemnification

Acts or Omissions

Contractor shall indemnify and hold harmless the State of Texas and THC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Contractor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDENTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM

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THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. Infringements a) Contractor shall indemnify and hold harmless the State of Texas and THC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade or 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 THE THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY THC WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND THC MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product or service without Contractor’s written approval, (iii) any modifications made to the product or service by the Contractor pursuant to THC’s specific instructions, (iv) any intellectual property right owned by or licensed to THC, or (v) any use of the product or service by THC that is not in conformity with the terms of any applicable license agreement. c) If Contractor becomes aware of an actual or potential claim, or THC provides Contractor with notice of an actual or potential claim, Contractor may (or in the case of an injunction against THC, shall), at Contractor’s sole option and expense; (i) procure for the THC 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 THC’s use is non-infringing. Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity

1) CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR’S AND CONTRACTOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES OF THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION. THE THC AND/OR THE STATE OF TEXAS SHALL NOT BE LIABLE TO THE CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT OF ANOTHER GOVERNMENTAL ENTITY. 2) CONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS THC, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDENTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING

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THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

XI. Dispute Resolution

The dispute resolution process provided for in Tex. Government Code, Chapter 2260 shall be used by THC and Contractor to resolve any dispute arising under the Contract. The dispute resolution process provided for in Chapter 2260 shall be used, as further described herein, to attempt to resolve a claim for breach of contract asserted by the Contractor under the Contract. If the Contractor's claim for breach of Contract cannot be resolved by the Parties in the ordinary course of business, it shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit a written notice, as required by Chapter 2260, to the Executive Director or his or her designee. The notice shall also be given to the individual identified in the Contract for receipt of notices. Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260. The contested case process provided in Chapter 2260 is the Contractor's sole and exclusive process for seeking a remedy for an alleged breach of Contract by the THC if the Parties are unable to resolve their disputes as described above. Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the Contract by the THC nor any other conduct of any representative of the THC relating to the Contract shall be considered a waiver of sovereign immunity to suit. For all other specific breach of contract claims or disputes under the Contract, the THC and the Respondent shall first attempt to resolve them through direct discussions in a spirit of mutual cooperation. If the Parties' attempts to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable third party to be chosen by the THC and the Contractor within fifteen (15) days after written notice by one of them demanding mediation under this Section. The Contractor shall pay all costs of the mediation unless the THC, in its sole good faith discretion, approves its payment of all or part of such costs. By mutual agreement, the THC and the Contractor may use a non-binding form of dispute resolution other than mediation. The purpose of this Section is to reasonably ensure that the THC and the Contractor shall, in good faith, utilize mediation or another non-binding dispute resolution process before pursuing litigation. The THC participation in, or the results of, any mediation or other non-binding dispute resolution process under this Section or the provisions of this Section shall not be construed as a waiver by the THC of (1) any rights, privileges, defenses, remedies or immunities available to the THC as an agency of the State of Texas or otherwise available to the THC; (2) the THC termination rights; or (3) other termination provisions or expiration dates of the Contract. Notwithstanding any other provision of the Contract to the contract, unless otherwise requested or approved in writing by the THC the Contractor shall continue performance and shall not be excused from performance during the period any breach of contract claim or dispute is pending under either of the above processes; however, the Contractor may suspend performance during the pendency of such claim or dispute if the Contractor has complied with all provisions of §2251.051, Tex. Government Code, and such suspension of performance is expressly applicable and authorized under that law.

XII. Representations, Warranties, and General Provisions

12.1. Family Code

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Under Texas Family Code, Title 5, Subtitle D, Section 231.006(d), regarding child support, Respondent certifies that the individual or business entity named in the Proposal is not ineligible to receive the specified payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Furthermore, any Respondent subject to Section 231.006 must include names and Social Security numbers of each person with at least 25% ownership of the business entity submitting the Proposal. This information must be provided prior to award. 12.2. Eligibility Under Government Code, Section 2155.004 (relating to certain taxes), Contractor represents and warrants that Contractor is not ineligible to receive this Contract and acknowledges that is Contract may be terminated any payment withheld if this representation and warranty is inaccurate. Contractor represents and warrants that it is not delinquent in the payment of any franchise taxes owed the State of Texas. Also, Government Code, Section 2155.004 prohibits a person or entity from receiving a state contract if that person or entity received compensation for participating in preparing the solicitation or specifications for the Contract. 12.3. Liability for 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. THC shall not be liable for any taxes from this Contract. 12.5. Amendments Except as provided in Section 12.13 of this Contract, this Contract may be amended only upon written agreement between THC and Contractor; however, any amendment of this Contract that conflicts with the laws of the State of Texas shall be void ab initio. 12.6. Applicable Law; Venue This Contract shall be governed by and construed in accordance with the laws of the State of Texas. The venue of any suit arising under this Contract is fixed in any court of competent jurisdiction of Travis County, Texas. 12.7. Strict Compliance Time is of the essence in the performance of this Contract. Contractor shall strictly comply with all of the deadlines, requirements, and Standards of Performance for this Contract. 12.8. Assignments Without the prior written consent of THC, Contractor may not assign this Contract, in whole or in part, and may not assign any right or duty required under it. 12.9. Partially Completed Work No later than the first calendar day after the termination of this Contract, or at THC's request, Contractor shall deliver to THC all completed, or partially completed, work and any and all documentation or other products and results of these services. Failure to timely deliver such work or any and all documentation or other products and results of the services shall be considered a material breach of this Contract. Contractor shall not make or retain any copies of the work or any and all documentation or other products and results of the services without the prior written consent of the THC.

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12.10. Federal, State, and Local Requirements Contractor shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Contractor shall comply with all federal and State tax laws and withholding requirements. The State of Texas shall not be liable to Contractor or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the State of Texas and shall pay all costs, penalties, or losses resulting from the Contractor's omission or breach of this Section. 12.11. Nondiscrimination THC shall comply with the regulations of the U.S. Department of Transportation relating to nondiscrimination in federally-assisted programs, including 49 CFR, Part 21; 23 CFR, Subchapter C; and 41 CFR, Part 60-74 (the Regulations). THC, with regard to the work performed during this agreement, shall not discriminate on the basis of race, color, sex, national origin, age, religion, or disability in the selection and retention of contractors, including procurements of materials and leases of equipment. In all solicitations either by competitive bidding or negotiation made by the THC for work to be performed under a contract, including procurement of materials and leases of equipment, but not including routine purchase orders, each potential contractor or supplier shall be notified by the THC of the THC’s obligations under this agreement and the Regulations. The THC shall provide all information and reports required by the Regulations and directives issued under the Regulations and shall permit access to its books, records, accounts, other sources of information and facilities as may be determined by the Texas Department of Transportation or the U.S. Department of Transportation to be pertinent to ascertain compliance with the Regulations or directives. If any information required of the Funding Agency is in the exclusive possession of another who fails or refuses to furnish this information, THC shall so certify to the Texas Department of Transportation or the U.S. Department of Transportation, whichever is appropriate, and shall set forth what efforts THC has made to obtain the requested information. In the event of the THC’s noncompliance with the nondiscrimination provision of this agreement, the Texas Department of Transportation shall impose such sanctions as it or the U.S. Department of Transportation may determine to be appropriate. 12.12. Severability Clause In the event that any provision of this Contract is later determined to be invalid, void, or unenforceable, then the remaining terms, provisions, covenants, and conditions of this Contract shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. 12.13. 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. THC reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its term to incorporate any modifications necessary for THC or Contractor's compliance with all applicable State and federal laws, and regulations.

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12.14. No Waiver Nothing in this Contract shall be construed as a waiver of the state's sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. THC does not waive any privileges, rights, defenses, or immunities available to THC by entering into this Contract or by its conduct prior to or subsequent to entering into this Contract. 12.15. No Liability upon Termination If this Contract expires or is terminated for any reason, THC and the State of Texas shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination or expiration. However, Contractor may be entitled to the remedies provided in Government Code, Chapter 2260. 12.16. Independent Contractor Contractor or Contractor's employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing the services under any PO resulting from this RFP. Contractor or Contractor's employees, representatives, agents and any subcontractors shall not be employees of THC. Should Contractor subcontract any of the services required in this RFP, Contractor expressly understands and acknowledges that in entering into such subcontract(s), THC is in no manner liable to any subcontractor(s) of Contractor. In no event shall this provision relieve Contractor of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this RFP. 12.17. Limitation on Authority; No Other Obligations Contractor shall have no authority to act for or on behalf of THC or the State of Texas except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or THC. 12.18. Supporting Documents, Retention; Right to Audit; Independent Audits Contractor shall maintain and retain supporting fiscal and any other documents relevant to showing that any payments under this Contract funds were expended in accordance with the laws and regulations of the State of Texas, including but not limited to, requirements of the Comptroller of the State of Texas and State Auditor. Contractor shall maintain all such documents and other records relating to this Contract and the State's property for a period of four (4) years after the date of submission of the final invoices or until a resolution of all billing questions, whichever is later. Contractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to the "Work" as defined in paragraph 12.30 of this Contract. Contractor and the subcontractors shall provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. Contractor must retain all work and other supporting documents pertaining to this Contract, for purposes of inspecting, monitoring, auditing, or evaluating by THC and any authorized agency of the State of Texas, including an investigation or audit by the State Auditor. Contractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all of such State's work as requested. Contractor's failure to comply with the Section shall constitute a material breach of this Contract and shall authorize the THC and the State of Texas to immediately assess appropriate damages for such failure. Pursuant to Government Code, §2262.003 the acceptance of funds by Contractor or any other entity or person directly under this Contract, or indirectly through a subcontract under

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this Contract, shall constitute acceptance of the authority of the State Auditor to conduct an audit or investigation in connection with those funds. Contractor acknowledges and understands that the acceptance of funds under this Contract shall constitute consent to an audit by the State Auditor, Comptroller or other agency of the State of Texas. Contractor shall ensure that this paragraph concerning the State's authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. Furthermore, under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit. 12.19. Deceptive Trade Practices; Unfair Business Practices Contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Tex. Bus. & Com. Code, Chapter 17, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not be found to be liable for such practices in such proceedings. 12.20. Equal Opportunity Contractor represents and warrants that it shall not discriminate against any person on the basis of race, color, national origin, creed, religion, political belief, sex, sexual orientation, age, and disability in the performance of this Contract. 12.21. Antitrust Contractor represents and warrants that neither Contractor nor any firm, corporation, partnership, or institution represented by Contractor, or anyone acting for such firm, corporation or institution has (1) violated the antitrust laws of the State of Texas under Tex. Bus. & Com. 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. 12.22. No Conflicts Contractor represents and warrants that the Contractor has no actual or potential conflicts of interest in providing services to the State of Texas under this Contract and that Contractor's provision of services under this Contract would not reasonably create an appearance of impropriety. 12.23. Financial Interests; Gifts Contractor represents and warrants that neither Contractor nor any person or entity that will participate financially in this Contract has received compensation from THC or any agency of the State of Texas for participation in preparation of specifications for this Contract. Contractor represents and warrants that it has not given, offered to give, and does not intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to any public servant or employee in connection with this Contract. 12.24. Felony Criminal Convictions

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Contractor represents and warrants that Contractor has not and Contractor's employees have not been convicted of a felony criminal offense, or that, if such conviction has occurred, Contractor has fully advised THC as to the facts and circumstances surrounding the conviction. 12.25. Notices Any written notices required under this Contract will be either by hand delivery to Contractor's office address specified on Page 1 of this Contract or by US Mail, certified, return receipt requested, to THC, PO Box 12276, Austin, TX 78711-2276. Notice will be effective on receipt by the affected party. Either party may change the designated notice address in this Section by written notification to the other party. 12.26. False Statements; Breach of Representation By signature to this Contract, Contractor makes all the representations, warranties, guarantees, certifications and affirmations included in this Contract. If Contractor signed its Proposal with a false statement or signs this Contract with a false statement or it is subsequently determined that Contractor has violated any of the representations, warranties, guarantees, certifications or affirmations included in this Contract, Contractor shall be in default under this Contract and THC may terminate or void this Contract for cause and pursue other remedies available to THC under this Contract and applicable law. 12.27. Force Majeure Neither Contractor nor THC shall be liable to the other for any delay in, or failure of performance, of any requirement included in any PO resulting from this RFP caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. Each party must inform the other in writing, with proof of receipt, within three (3) business days of the existence of such force majeure, or otherwise waive this right as a defense. 12.28. Debts or Delinquencies to State The Comptroller is prohibiting from issuing any payment to a person or entity that has been reported as having an indebtedness or delinquency to the state. Contractor agrees that, to the extent Contractor owes any debt or delinquent taxes to the State of Texas, any payments or other amounts Contractor is otherwise owed under the Contract shall be applied toward the debt or delinquent taxes until the debt or delinquent taxes are paid in full. Contractor agrees to comply with all applicable laws regarding satisfaction of debts or delinquencies to the State of Texas. 12.29. Buy Texas In accordance with the Government Code, Section 2155.4441, 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. 12.30. Work Made for Hire For the purposes of this Contract, the term "Work" is defined as all reports, statistical analyses, work papers, work products, materials, approaches, designs, specifications, systems, documentation, methodologies, concepts, research, materials, intellectual property or other property developed, produced, or generated in connection with

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this Contract. All work performed pursuant to this Contract is made the exclusive property of THC. All right, title and interest in and to said property shall vest in THC upon creation and shall be deemed to be a work for hire and made in the course of the services rendered pursuant to this Contract. To the extent that title to any such work may not, by operation of law, vest in THC, or such work may not be considered a work made for hire, all rights, title and interest therein are hereby irrevocably assigned to THC. THC shall have the right to obtain and to hold in its name any and all patents, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Contract must give THC and/or the State of Texas, as well as any person designated by THC and/or the State of Texas, all assistance required to perfect the rights defined herein without any charge or expense beyond those amounts payable to Contractor for the services rendered under this Contract. All photos will become the property of THC. Contractor is granted an irrevocable, nonexclusive license to use, display, publish, or otherwise convey the images effective one year following the date of termination of this contract. Prior to the effective date of the license, the THC shall have the exclusive right to the use, display, publication or conveyance of the photos. Contractor may retain negatives, copies, or digital representations of the photos in order to exercise such license. Credit to accompany any publication by contractor shall read “(Name of Contractor) for Texas Historical Commission.” When new on-site photography is required for the guide, photos produced will become the property of THC. 12.31. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapter 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified 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. 2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). Vendors not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.section508.gov/. 12.32. Default If Contractor is found to be in default under any provision of this Contract, THC may cancel the Contract without notice and either re-solicit or award the contract to the next best responsive and responsible respondent. In the event of abandonment or default, Contractor will be responsible for paying damages to THC including but not limited to re-procurement cards, and any consequential damages to the State of Texas or THC resulting from Contractor's non-performance. 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 is significantly changed. 12.33. Note to Respondent Any terms and conditions attached to the Contractor’s response will not be considered unless specifically referred to on this Request for Proposal and may result in disqualification of the response. 12.34. Prohibited Use of Appropriate or other Funds under Control of State Agency; Lobbying

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The Contractor represents and warrants that ordering entities' payments to the Contractor and Contractor's receipt of appropriated or other funds under any of this or any resulting agreement are not prohibited by Government Code §556.005 or §556.008. 12.35. Certification Concerning Hurricane Relief Sections §2155.006 and §2261.053, Government Code, Prohibit state agencies from awarding a contract to any person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by §418.004 Gov't Code, occurring after September 24, 2005. Under §2155.006, Gov't Code, the Respondent certifies that the individual or business entity named in its Proposal is not ineligible to receive the Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate. 12.36. U.S. Department of Homeland Security’s E-Verify System

By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:

1. All persons employed to perform duties within Texas, during the term of the Contract; and 2. All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the

Contract, within the United States of America.

The Contractor shall provide, upon request of (agency name), an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed.

If this certification is falsely made, the Contract may be immediately terminated, at the discretion of the state and at no fault to the state, with no prior notification. The Contractor shall also be responsible for the costs of any re-solicitation that the state must undertake to replace the terminated Contract. 12.37. Immigration The Contractor represents and warrants that it shall comply with the requirements of the Immigration Act of 1990 and Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Immigration Reform and Control Act of 1986 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under this Contract. 12.38. Drug Free Workplace The Contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-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 the Contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 12.39. Substitutions Substitutions are not permitted without written approval of THC.

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12.40. Public Disclosure No public disclosures or news releases pertaining to this Contract shall be made without prior written approval of THC. 12.41. Testing and Inspection THC inspect services purchased under the Contract to ensure compliance with the specifications of this RFP and the Contract. The THC may also inspect services before they are purchased under the Contract. To this end, Authorized THC personnel shall have access to another site where the Respondent's provides these services. To the extent practical, the THC inspections will not disrupt the Respondent's daily operations. All costs of inspection shall be borne by the THC. In the event the services tested fail to meet or exceed all conditions and requirements of the RFP and Contract, the services will be rejected in whole or in part, at the State's option. If services fail to meet specifications, the Respondent will be notified by fax/mail or e-mail within ten (10) business days. 12.42. Contracts Involving Exchange or Creation of Public Information Contractor is required to make any information created or exchanged with the State pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format this is accessible by the public at no additional charge to the state. Copies of documents not maintained in digital format must be provided to the Commission within thirty (30) days. Copies of documents maintained in digital format must be provided to the Commission in .pdf format within thirty (30) days. In case of an Open Records Request, the Commission may request that documents be made available to the Commission within five (5) days. 12.43. Entities that Boycott Israel If Contractor is required to make a certification pursuant to Section 2271.001 of the Texas Government Code, Contractor certifies that Contractor does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. If Respondent does not make that certification, Contractor must indicate and state why the certification is not required. 12.44. Foreign Terrorist Organizations Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 12.45. Human Trafficking Prohibition Under Section 2155.0061 of the Texas Government Code, the Contractor certifies that the individual or business entity named in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

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XIII. Signatories

The undersigned signatories represent and warrant that they have full authority to enter into this Contract on behalf of the respective parties.

XIV. Merger

This Contract contains the entire agreement between Contractor and THC and supersedes any prior understanding or oral or written agreements between THC and Contractor on the matters contained herein. No modification, alteration, or waiver of any term, covenant, or condition of this Contract and any attachments shall be valid unless in writing and executed by THC and Contractor. Texas Historical Commission Contractor _____________________________ _________________________ Joseph Bell Name of Signatory Deputy Executive Director for Historic Sites Title _____________________________ _________________________ date date

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EXHIBIT A EXECUTION OF PROPOSAL

RFP #808-20-HSD-0001

NOTE: THIS EXHIBIT MUST BE SIGNED AND RETURNED WITH THE PROPOSAL. PROPOSALS THAT DO NOT INCLUDE THIS EXHIBIT WILL BE DISQUALIFIED. THE

PROPOSAL SHALL BE VOID IF FALSE STATEMENTS ARE CONTAINED IN THIS EXHIBIT.

BY SIGNATURE HEREON, THE RESPONDENT CERTIFIES THAT:

All statements and information prepared and submitted in the response to this RFP are current, complete and accurate. Respondent has not given, offered to give, nor intends to give, not 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. Neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent or anyone acting for such firm, corporation or institution has (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated the contents of this Proposal either directly or indirectly to any competitor or any other person engaged in such line of business during the procurement process for this RFP. When a Texas business address shown hereon that address is, in fact, the legal business address of the Respondent and Respondent qualifies as a Texas Resident Bidder under Texas Administrative Code, Title 34, Part 1, Chapter 20. Under Government Code § 2155.004, no person who prepared the specifications or this RFP has any financial interest in Respondent’s Proposal. If Respondent is not eligible, then any contract resulting from this RFP shall be immediately terminated. Furthermore, “under Section 2155.004, Government Code, the vendor [Respondent] certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.” Under Family Code § 231.006, relating to child support obligations, Respondent and any other individual or business entity name in this solicitation are eligible to receive the specified payment and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate. Any award submitted under this RFP shall contain the names of any person or entity holding at least twenty-five percent (25%) ownership interest in the business entity submitting the Proposal.

Name:

Name:

Name:

Under Government Code § 669.003, relating to contracting with an executive of a state agency, Respondent represents that no person who, in the past four years, served as an executive of the THC any other state agency,

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was involved with or has any interest in this Proposal or any contract resulting from this RFP. If Respondent employs or has used the services of a former executive head of the THC or other state agency, then Respondent shall provide the following information: Name of the former executive, name of state agency, date of separation from state agency, position with Respondent, and date of employment with Respondent. Respondent agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas. THC is federally mandated to adhere to the directions provided in the President’s Executive Order (EO) 13224, Executive Order on Terrorist Financing – Blocking Property and Prohibiting Transactions With Persons Who Commit, or Support Terrorism, effective 9/24/2001 and any subsequent changes made to it via cross-referencing respondents/vendors with the Federal General Services Administration’s Excluded Parties List System (EPLS, http://www.epls.gov), which is inclusive of the United States Treasury’s Office of Foreign Assets Control (OFAC) Specially Designated National (SDN) list. Respondent certifies that the responding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and that Respondent is in compliance with the State of Texas statutes and rules relating to procurement and that Respondent is not listed on the federal government’s terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement are listed as http://www.epls.gov. Under Section 2155.006 (b) of the Texas Government Code, a state agency may not accept a bid or award a contract, including a contract for which purchasing authority is delegated to a state agency , that includes proposed financial participation by a person who, during the five year period preceding the date of the bid or award, has been: (1) convicted of violating a federal law in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or (2) assessed a penalty in a federal, civil or administrative enforcement action in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005. Under Section 2155.006 of the Texas Government Code, the bidder certifies that the individual or business entity named in this Proposal is not ineligible to receive the specified contract and acknowledges that any contract resulting from this RFP may be terminated and payment withheld if this certification is inaccurate. Pursuant to Section 2262.003, Texas Government Code, the state auditor may conduct an audit or investigation of the vendor 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 the Respondent 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 state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislature audit committee, the Respondent 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. Respondent will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through the vendor and the requirement to cooperate is included in any subcontract it awards. If Respondent is required to make a certification pursuant to Section 2271.001 of the Texas Government Code, Respondent certifies that Respondent does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. If Respondent does not make that certification, Respondent must indicate that in its Response and state why the certification is not required.

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Under Section 2155.0061 of the Texas Government Code, the Respondent certifies that the individual or business entity named in this Response or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. Any terms and conditions attached to a Response will not be considered unless specifically referred to in the Response. Respondent certifies that if a Texas address is shown as the address of the Respondent on this Response, Respondent qualifies as a Texas Bidder as defined in Section 2155.444(c) of the Texas Government Code.

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PREFERENCES Check below to claim a preference under 34 TAC Rule 20.38 ( ) Supplies, materials or equipment produced in TX or offered by TX bidder or TX bidder that is owned by a service disabled veteran * ( ) Agricultural products produced or grown in TX ( ) Agricultural products and services offered by TX bidders* ( ) USA produced supplies, materials or equipment ( ) Products of persons with mental or physical disabilities ( ) Products made of recycled, remanufactured, or environmentally sensitive materials including recycled steel ( ) Energy Efficient Products ( ) Rubberized asphalt paving material ( ) Recycled motor oil and lubricants ( ) Products produced at facilities located on formerly contaminated property ( ) Products and services from economically depressed or blighted areas ( ) Vendors that meet or exceed air quality standards ( ) Recycled or Reused Computer Equipment of Other ( ) Foods of Higher Nutritional Value

Respondent represents and warrants that the individual signing this Execution of Proposal is authorized to sign this document on behalf of Respondent and to bind Respondent under any contract resulting from this Proposal. RESPONDENT (COMPANY): SIGNATURE (INK): NAME (TYPED OR PRINTED) TITLE: DATE: STREET: CITY/STATE/ZIP: TELEPHONE AND FACSIMILE NUMBERS: TEXAS IDENTIFICATION NUMBER (TIN):

NOTE: THIS FORM MUST BE COMPLETED & RETURNED WITH THE PROPOSAL

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EXHIBIT B NON-DISCLOSURE AGREEMENT

808-20-HSD-0001

In consideration of the Texas Historical Commission (THC) retaining the services of _______________________, (Contractor) and because of the sensitivity of certain information which may come under the care and control of Contractor, both parties agree that all information regarding THC; or gathered, produced, or derived from or accessed as a result of the Review Contract (Confidential Information) must remain confidential subject to release only by written permission of THC, and more specifically agree as follows: 1. The Confidential Information may be used by Contractor only to assist Contractor in connection with its

engagement with THC. 2. Contractor will not, at any time, use the Confidential Information in any fashion, form, or manner except in

its capacity as independent Contractor to THC. 3. Contractor agrees to maintain the confidentiality of any and all deliverables resulting from the Review

Contract in the same manner that it protects the confidentiality of its own proprietary products of like kind. 4. The Confidential Information may not be copied or reproduced without THC's written consent. 5. All Confidential materials made available to Contractor, including copies thereof, must be returned to THC

upon the first to occur of; (a) completion of the project, or (b) request by THC. 6. The foregoing must not prohibit or limit Contractor use of the information (including, but not limited to,

ideas, concepts, know-how, techniques and methodologies) (a) previously known to it, (b) independently developed by it, (c) acquired by it from a third party, or (d) which is or becomes part of the public domain through no breach to Contractor of this agreement.

7. This agreement shall become effective as of the date Confidential Information is first made available to Contractor and must survive the Review Contract and be a continuing requirement.

8. The breach of this Nondisclosure Agreement by Contractor shall entitle THC to immediately terminate the Agreement upon written notice to Contractor for such breach. The parties acknowledge that the measure of damages in the event of a breach of this Nondisclosure Agreement may be difficult or impossible to calculate, depending on the nature of the breach. Regardless of whether THC elects to terminate the Agreement upon the breach hereof, THC may require Contractor to pay to THC the sum of $1,000 for each breach as liquidated damages. This amount is not intended to be in the nature of a penalty but is intended to be a reasonable estimate of the amount of damages to THC in the event of a breach hereof by Contractor. THC does not waive any right to seek additional relief, either equitable or otherwise, concerning any breach of this Agreement.

_______________________________________ ___________________________________ Signature of Authorized Personnel Title of Authorized Personnel _______________________________________ ___________________________________ Printed Name of Authorized Personnel Date

NOTE: THIS FORM MUST BE COMPLETED & RETURNED WITH THE PROPOSAL

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EXHIBIT C FUNDING MODEL

808-20-HSD-0001

Provide information regarding Funding Model outlined in section 3.5.5 (Attach to this Form):

Email Address: _________________________________________________

Print Name: ____________________________________________________

Signature: ____________________________________________________

Title: ________________________________________________________

NOTE: THIS FORM MUST BE RETURNED WITH THE PROPOSAL