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The contract terms and conditions are outlined, covering contract commencement, duration, extensions, and holdover periods. It details invoicing procedures, payment terms (30 calendar days), and conditions under which payment may be withheld. The document also addresses final payment, closeout procedures, and the waiver of claims. Special provisions include audits, records retention, financial disclosures, and the right to assurance. It specifies procedures for stop work notices, default, termination for cause and without cause, and addresses fraud and delays. Force majeure, indemnity, and notice requirements are detailed. Confidentiality, Texas Public Information Act compliance, publications, advertising, contingent fees, gratuities, and personal interest in contracts are covered. The contract establishes the independent contractor relationship, and outlines rules for assignment, delegation, waiver, modifications, and interpretation. Dispute resolution involves negotiation and mediation. Jurisdiction and venue are set in Travis County, Texas. Invalidity of provisions, holidays, survivability of obligations, and cooperative contracts are addressed. Equal opportunity, non-retaliation, and ADA compliance are mandated. Subcontractor requirements, non-specified items, and economic price adjustments are detailed. Insurance requirements, including workers' compensation, general liability, business auto liability, professional liability, and cyber liability, are specified. Delivery and packaging terms, including FOB destination, inspection rights, and packaging requirements, are outlined. Warranties cover price, title, risk of loss, deliverables (free from defects, conforming to specifications), and infringement. Restocking fees, published price lists, and services are addressed. Workforce requirements, guarantee of services, data security, and reimbursement of expenses are detailed. Compliance with health, safety, and environmental regulations, wage theft, workforce security clearance, and identification are mandated. Nondisclosure, separation of duties, and the right to remove individuals are covered. Technology, professional technical deliverables, software cloud data location, and software cloud warranty are specified. Business continuity, disaster recovery, data ownership, data protection, and compliance with accessibility standards are required. Security incident and data breach notification, incident response, and reporting requirements are detailed. Export and import of data are addressed. Definitions of various terms related to the contract are provided.
The contract states that all obligations must be performed in accordance with the contract, and if the city exercises any extension option, all terms and conditions remain in effect for that extension period. Upon expiration of the initial term or any extension, the contractor agrees to holdover for a period not exceeding 180 calendar days unless mutually agreed upon in writing.
The bid notice states that all proper invoices received by the city will be paid within 30 calendar days of the city's receipt of the deliverables or of the invoice, whichever is later.
The bid notice states that the contractor warrants and represents that all deliverables sold to the city under the contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the solicitation, to any samples furnished by the contractor, to the terms, covenants and conditions of the contract, and to all applicable state, federal or local laws, rules, and regulations, and industry codes and standards.
The bid notice states that if payment is not timely made, interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code **** or the maximum lawful rate. It also mentions that the contractor shall be liable for all costs incurred by the city as a result of the issuance of a stop work notice.
The bid notice states that the contractor warrants and represents that all deliverables sold the city under the contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the solicitation, to any samples furnished by the contractor, to the terms, covenants and conditions of the contract, and to all applicable state, federal or local laws, rules, and regulations, and industry codes and standards.
