2-Attachment 1 - VR SA Only TCs (12-18-2025).pdf

VR SA Only T&Cs (12-18-2025)

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ATTACHMENT 1 – TWC VR SA Only Terms & Conditions

By responding to the solicitation or fulfilling the awarded Service

Authorization (SA), the Vendor agrees to the terms and conditions below, which apply to and become a part of every Texas Workforce Commission

(TWC) purchase. Only mutual written exceptions will be valid. Where a purchase is made without the Invitation for Bids (IFB), Request for Offers

(RFO) or Request for Proposals (RFP) process, IFB/RFO/RFP/Proposal, equates to “Service Authorization” or “Contract” and “Bidder/

Offeror/Proposer/Respondent/Contractor” equates to “Vendor.” Any specification in the solicitation that conflicts with these standard terms and conditions takes precedence. All references to “days” shall be calendar days unless specified otherwise.

***NOTE TO VENDORS: Any terms and conditions attached to a

Vendor’s response will not be considered unless the terms and conditions are made part of the agreement as evidenced by written, mutual agreement signed by representatives from both parties.

***WARNING: Such terms and conditions may result in disqualification of the submitted Vendor’s response (e.g., responses with a requirement to apply the laws of a State other than Texas.)

1. BID RESPONSE REQUIREMENTS

1.1 Written Specifications: TWC will not be bound by any oral statement or representation contrary to the written specifications contained in the informal bid, if applicable.

1.2 Freight: Prices quoted are to include freight prepaid, F.O.B.

Destination (Free on Board). Enter unit price on quantity and

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unit of measure specified - extend and show total. In case of errors in extension, unit prices shall govern.

1.3 Firm Pricing: "Discount from list" offers are not acceptable unless specifically requested. All cash discounts submitted will be taken if earned. Prices must remain firm for the duration of the term of the PO/contract.

1.4 Tax Exempt: Purchases made for State use are exempt from

the State Sales tax and Federal Excise tax. Do not include tax.

Excise Tax Exemption Certificates are available upon request.

1.5 Identify All Parties: TWC requires all business partners, equipment, support or maintenance providers who will perform under an awarded contract to be identified prior to contract performance for TWC approval. Substitutions of providers shall be submitted in writing for TWC approval during the term of the agreement.

1.6 No Travel: TWC will not reimburse a Vendor for travel and expenses unless specifically provided for in the contract documents. In that event, such reimbursement will not exceed the state travel reimbursement rates and limits established by the then current General Appropriations Act.

2. GENERAL CONDITIONS

2.1 Texas Public Information Act:

2.1.1 Information, documentation, and other material in

connection with purchase or any resulting SA may be subject to public disclosure pursuant to Texas

Government Code, Chapter 552 (the “Public Information

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Act”).

2.1.2 All information submitted in response to an informal bid request is subject to public disclosure pursuant to the

Public Information Act. In the event of a request for information pertaining to the purchase, TWC will comply with the provisions of the Public Information Act to protect the interests of the State of Texas. The Public

Information Act allows the public to have access to information in the possession of a governmental body.

Therefore, the Vendor must clearly identify any confidential or proprietary information on the page on which it appears in the purchase response and reference the specific exception to disclosure in the

Public Information Act that applies. Proprietary information identified by the Vendor in advance will be kept confidential to the extent permitted by state law.

Any information not clearly identified as confidential or proprietary shall be deemed to be subject to disclosure pursuant to the Public Information Act.

2.1.3 All information, documentation and other material in

connection with the purchase process or any resulting

SA will be retained by TWC for the period specified in the Records Retention Schedule created under Texas

Government Code, Chapter 441. The information will not be returned to the Vendor who submitted it during the retention period time.

2.1.4 In accordance with Texas Government Code §

2252.907, Vendor is required to make any public

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information created or exchanged with the State pursuant to any contract with TWC, and not otherwise excepted from disclosure under the Texas Public

Information Act, available in a format that is accessible by the public at no additional charge to TWC.

2.2 Award of Contract:

2.2.1 Responding to a solicitation is an offer to contract with the State based upon the terms, conditions, and specifications contained in the solicitation. Submitted responses do not become contracts unless and until they are accepted, and an award is made by TWC

Procurement and Hub-Services and a SA or a fully executed contract is issued to the Vendor.

2.2.2 TWC reserves the right to negotiate price and terms

with any and all Vendors, to accept or reject all or any part of a Vendor’s response, waive minor technicalities, and make an award that represents Best Value to the agency or the State.

2.2.3 TWC reserves the right to use a third party to negotiate price related to any Information Technology solicitation or contract.

2.2.4 TWC reserves the right to make an award on the basis

of low line-item bid, low total of line items, or in any other combination that will serve the best interest of the State and to reject any and all bid items in the sole discretion of the State.

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2.3 Vendor Assignments: No assignment is permitted by the

Vendor without prior written consent of TWC. Any written request for assignment must be accompanied by written acceptance of the assignment by the assignee. Except where otherwise agreed in writing by TWC, assignment will not release

Vendor from its obligations pursuant to the contract. TWC will comply with the provisions of Texas Government Code §

2262.056, when applicable, by providing notice to the Legislative

Budget Board of a proposed assignment prior to approval of the assignment.

2.4 TWC Assignments: TWC may sub-lease or assign equipment

and related services provided via the contract to other entities which contract with TWC to provide agency support or services.

2.5 INDEMNIFICATION:

2.5.1 ACTS OR OMISSIONS: VENDOR SHALL INDEMNIFY AND

HOLD HARMLESS TWC, AND/OR THEIR OFFICERS,

AGENTS, EMPLOYEES, REPRESENTATIVES,

CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES

FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS,

DEMANDS, OR SUITS, AND ALL RELATED COSTS,

ATTORNEY FEES, AND EXPENSES ARISING OUT OF, OR

RESULTING FROM ANY ACTS OR OMISSIONS OF THE

VENDOR OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, OR

SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION

OR PERFORMANCE OF THE CONTRACT AND/OR ANY

SERVICE AUTHORIZATIONS ISSUED. THE DEFENSE

SHALL BE COORDINATED BY VENDOR WITH THE

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OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS

STATE AGENCIES ARE NAMED DEFENDANTS IN ANY

LAWSUIT AND VENDOR MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE

CONCURRENCE FROM THE OFFICE OF THE ATTORNEY

GENERAL. VENDOR AND TWC AGREE TO FURNISH

TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY

SUCH CLAIM. IF CONTRACTOR IS A PHYSICIAN OR

PSYCHIATRIST, THE STATE OF TEXAS SHALL

INDEMNIFY CONTRACTOR IN PURSUANT TO TEX. CIV.

PRACT. & REM. CODE, CHAPTER 104.

2.5.2 INFRINGEMENTS: VENDOR SHALL DEFEND,

INDEMNIFY, AND HOLD HARMLESS TWC AND THE

STATE OF TEXAS FROM AND AGAINST ANY AND ALL

CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR

INFRINGEMENT OF ANY PATENT, TRADEMARK,

COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL

PROPERTY RIGHTS AND/OR OTHER INTANGIBLE

PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR

IN CONNECTION WITH OR ARISING FROM: (1) THE

PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO

THIS CONTRACT; (2) ANY DELIVERABLE, WORK

PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE

PROVIDED HEREUNDER; AND/OR (3) TWC’S AND/OR

VENDOR’S USE OF OR ACQUISITION OF ANY

REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO

TWC BY VENDOR OR OTHERWISE TO WHICH TWC HAS

ACCESS AS A RESULT OF VENDOR’S PERFORMANCE

UNDER THE CONTRACT. VENDOR AND TWC AGREE TO

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FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF

ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY

ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’

FEES. THE DEFENSE SHALL BE COORDINATED BY

VENDOR WITH THE OFFICE OF THE TEXAS ATTORNEY

GENERAL(OAG) WHEN TEXAS STATE AGENCIES ARE

NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR

MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM OAG. IN

ADDITION, VENDOR WILL REIMBURSE TWC AND THE

STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS,

EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT

LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS,

ARISING FROM ANY SUCH CLAIM. IF TWC DETERMINES

THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS

AND THOSE OF VENDOR OR IF TWC IS REQUIRED BY

APPLICABLE LAW TO SELECT SEPARATE COUNSEL, TWC

WILL BE PERMITTED TO SELECT SEPARATE COUNSEL

AND VENDOR WILL PAY ALL REASONABLE COSTS OF

TWC’S COUNSEL.

2.5.3 TAXES/WORKERS’ COMPENSATION/UNEMPLOYMENT

INSURANCE – INCLUDING INDEMNITY:

2.5.3.1 VENDOR AGREES AND ACKNOWLEDGES THAT

DURING THE EXISTENCE OF THIS CONTRACT,

VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR

THE LIABILITY AND PAYMENT OF VENDOR’S AND

VENDOR’S EMPLOYEES’ TAXES OF WHATEVER

KIND, ARISING OUT OF THE PERFORMANCES IN

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THIS CONTRACT. VENDOR AGREES TO COMPLY

WITH ALL STATE AND FEDERAL LAWS

APPLICABLE TO ANY SUCH PERSONS, INCLUDING

LAWS REGARDING WAGES, TAXES, INSURANCE,

AND WORKERS’ COMPENSATION. TWC SHALL

NOT BE LIABLE TO THE VENDOR, ITS

EMPLOYEES, AGENTS, OR OTHERS FOR THE

PAYMENT OF TAXES OR THE PROVISION OF

UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION OR ANY BENEFIT AVAILABLE TO

A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER

GOVERNMENTAL ENTITY CUSTOMER.

2.5.3.2 VENDOR AGREES TO INDEMNIFY AND HOLD

HARMLESS TWC, AND/OR THEIR EMPLOYEES,

AGENTS, REPRESENTATIVES, CONTRACTORS,

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. VENDOR

SHALL BE LIABLE TO PAY ALL COSTS OF

DEFENSE INCLUDING ATTORNEYS’ FEES. THE

DEFENSE SHALL BE COORDINATED BY VENDOR

WITH THE OFFICE OF THE ATTORNEY GENERAL

WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND VENDOR

MAY NOT AGREE TO ANY SETTLEMENT WITHOUT

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FIRST OBTAINING THE CONCURRENCE FROM THE

OFFICE OF THE ATTORNEY GENERAL. VENDOR

AND TWC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

2.6 Vendor Performance: In accordance with Texas Government

Code §§2155.074, 2155.075, 2156.007, 2157.003 and

2157.125, Vendor performance may be used as a factor in the award.

2.7 Force Majeure: TWC may grant relief from performance of an awarded contract or SA, or extend a performance period, if the

Vendor is prevented from compliance and performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault of the Vendor. If the Vendor requests the relief, the burden of proof for the need of such relief shall rest upon the Vendor, who must file a written request for such release or extension. If TWC grants such relief due to circumstances known by the agency, the agency must document such reasons in the contract file.

2.8 Dispute Resolution Procedures:

2.8.1 Procurement Disputes: In accordance with Texas

Government Code, § 2155.076, TWC has adopted rules for resolving vendor protests relating to the solicitation, evaluation, or award of a contract for goods and/or services. See 40 TAC, Chapter 800, subchapter H. Such protests must be made via email to twcvendor@twc.texas.gov and/or mail and received in the Director of Business Operations’ office within ten

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(10) business days from the date the protestant knew or should have known of the of the occurrence of the action that is protested, but not later than ten (10) business days of the date of the announcement of the award. The protest must be in writing and contain:(1) the identifying name and number of the Solicitation being protested; (2) identification of the specific statute or regulation that the Protestant alleges has been violated; (3) a specific description of each act or omission alleged to have violated the statutory or regulatory provision identified above in (2) above; (4) a precise statement of the relevant facts including: (A) sufficient documentation to establish that the protest has been timely filed; and (B) a description of the resulting adverse impact to the Protestant; (5) a statement of the argument and authorities that the

Protestant offers in support of the protest; (6) an explanation of the action the Protestant is requesting from the Agency; (7) a statement confirming that copies of the protest have been mailed or delivered to any other Interested Party known to the Protestant; and

(8) the protest must be signed by an authorized representative for the Protestant and the signature notarized. TWC will make available to the protestor all requested documents not exempted from disclosure under Texas and federal law.

TWC will provide copies of these documents upon payment of the fees adopted by TWC for record duplication. The Director will issue the final written

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decision to the protestor. TWC may move forward with a Solicitation or contract award without delay, in spite of a timely filed protest, to protect the best interests of the Agency or the state.

2.8.2 Contract Disputes: Disputes arising under this

Contract shall be resolved in accordance with the dispute resolution process provided in Chapter 2260 of the Texas Government Code.

2.9 Debt to the State: Vendor 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.

2.10 Records Retention: Vendor and any subcontractor shall

maintain and retain all records relating to the performance of the contract including supporting fiscal documents relevant to showing that any payments under this Contract were expended in accordance with the laws and regulations of the State of

Texas, including but not limited to, requirements of the

Comptroller of the State of Texas and the State Auditor. Vendor shall maintain all such documents and other records relating to this Contract and the State’s property for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later. If Vendor chooses not to preserve contracting information for the retention period required by this section, Vendor agrees to provide at no cost to TWC all contracting information related to the Contract that is in the custody or possession of Vendor or any of its subcontractors.

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2.11 Agency’s Right to Audit: Vendor and any subcontractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to this Contract, including but not limited to work papers, reports, books, records, and supporting documents. Vendor and any subcontractors shall provide TWC with any information that

TWC deems relevant to any investigation or audit. Vendor must retain all work and other supporting documents pertaining to this contract, for the purposes of inspecting, monitoring, auditing, or evaluating by TWC. For the purpose of this section, TWC’s right to audit extends to any agency of the Federal government or

State of Texas authorized by law or TWC, including an investigation or audit by the State Auditor or the Comptroller

General of the United States.

2.12 State Auditor: Pursuant to Texas Government Code §2262.154, the State Auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the contract or indirectly through a subcontract under the contract. The acceptance of funds directly under the contract or indirectly through a subcontract under the 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 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.

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Vendor and any subcontractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all requested information and materials.

Vendor’s failure to comply with this section shall constitute a material breach of contract and shall authorize TWC and the

State of Texas to immediately assess appropriate damages for such failure.

Vendor shall ensure that this provision concerning the State’s authority to audit funds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards.

2.13 Limitation on TWC's Liability: TWC will not be liable for any incidental, indirect, special, or consequential damages under contract, Tort, (including negligence), or other legal theory.

TWC's liability to Vendor under the contract will not exceed the total charges to be paid by TWC to Vendor under the contract.

2.14 State Ownership: The Parties agree that TWC will own all right, title and interest in and to the work products including deliverables, source and object code and documentation developed by the Vendor in connection with the contract.

2.14.1 All work products including deliverables, source and

object code and documentation, in whole or in part, will be deemed works made for hire of TWC for purposes of copyright law and copyright will belong solely to TWC.

2.14.2 To the extent that any such work product or deliverable does not qualify as a work made for hire under applicable law, and to the extent that the deliverable or

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work product includes materials subject to copyright, patent, trade secret, or other proprietary right protection, Vendor agrees to assign, and hereby assigns, all right, title, and interest in and to the work products and deliverables, including without limitation all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to TWC.

2.14.3 Vendor will assist TWC or its nominees (including but

not limited to the State of Texas) to obtain copyrights, trademarks, or patents for all such work products or deliverables in the United States and any other countries. Vendor agrees to execute all papers and to give all facts known to it necessary to secure United

States or foreign country copyrights and patents, and to transfer to TWC all the right, title, and interest in and to such work products or deliverables. Vendor agrees to not assert any moral rights under applicable copyright law with regard to such work products and deliverables.

2.14.4 Vendor agrees to reproduce and include TWC's

copyright and other proprietary notices and product identifications provided by Vendor on such copies, in whole or in part, or on any form of the work products or deliverables.

2.15 License: In accordance with 2 C.F.R. §200.315, all appropriate

State and Federal agencies will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use for

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State or Federal purposes all materials, deliverables and work products, including software and modifications thereof, and associated documentation designed, developed, or installed with

Federal Financial Participation under the contract, including but not limited to those materials covered by copyright, all source and object code, instructions, files, and documentation composing the system.

2.16 Governing Law and Venue: The contract shall be executed in and governed, construed and interpreted under the laws of the state of Texas, without regard to the conflicts of law provisions.

Vendor agrees that proper venue for a claim arising under the contract shall be brought in a court of competent jurisdiction in

Travis County, Texas.

2.17 Survival: Expiration or termination of the contract for any reason does not release Vendor from any liability or obligation set forth in the contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination.

2.18 Severability: If any provision of the contract is construed to be illegal or invalid, such provision shall be deemed stricken and deleted to the same extent and effect as if never incorporated into the contract, but all other provisions shall remain in full force and effect.

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2.19 Block Terrorism: TWC and the Vendor must adhere to the

directions in the President’s Executive Order (EO) 13224, Blocking Property and Prohibiting Transactions With Persons Who

Commit, Threaten to Commit, or Support Terrorism. This

Executive Order prohibits any transaction or dealing by United

States persons, including but not limited to the making or receiving of any contribution of funds, goods, or services to or for the benefit of those persons listed in the General Services

Administration’s Excluded Parties List System (EPLS) which may be viewed on the System for Award Management (SAM) site at http://www.Sam.gov

2.20 No Waiver: Nothing in this contract shall be construed as a waiver of the TWC’s or 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 TWC or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to TWC or 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.

TWC does not waive any privileges, rights, defenses, or immunities available to TWC by entering into this contract or by its conduct prior to or subsequent to entering into this contract.

2.21 American Recovery and Reinvestment Act (ARRA or the

Recovery Act): Buy American Requirements for Construction

Material prohibits the use of funds appropriated for the Recovery

Act for any project for the construction, alteration, maintenance, http://www.sam.gov/

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or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States.

2.22 Build America, Buy America Act (BABAA):

2.22.1 Vendor acknowledges that it understands and agrees

that the infrastructure goods it is providing or acquiring under this Agreement are supported with Federal funds subject to the Build America, Buy America Act (BABAA).

See Section 70912, the Build America, Buy America Act, the “Infrastructure Investment and Jobs Act” (IIJA; P.L.

117-58). Under that provision, BABAA applies where

Federal funding supports an infrastructure project as defined in Section 70912 of BABAA. BABAA requires all of the iron and steel, manufactured products, and construction materials used in the project to be produced in the United States (“Build America, Buy

America Requirements”) including iron and steel, manufactured products, and construction materials provided by Vendor pursuant to this Agreement. Vendor hereby represents and warrants to TWC (a) Vendor has reviewed and understands the Build America, Buy

America Requirements, (b) all of the iron and steel, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the

Build America, Buy America Requirements, unless a waiver of the requirements is approved, and (c) Vendor will provide any further verified information, EDIT HERE certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America

Requirements, as may be requested by TWC.

Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by Vendor shall permit TWC to recover as damages against Vendor any loss, expense, or cost (including without limitation attorney’s fees) incurred by the Funding Authority resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from TWC or any damages owed to

TWC).

2.22.2 Waiver: The Head of the funding Federal Agency or

designee may issue a waiver to the Buy America requirements in limited circumstances including (i) compliant iron, steel, manufactured products, and or construction materials are not available; (ii) utilizing compliant iron, steel, manufactured products, and or construction materials will increase the cost of the overall project by more than 25 percent; (iii) for a reason determined to be in the public interest based on criteria established by the funding Federal agency; or

(iv) to address exigent circumstances.

Vendors seeking a waiver from the BABAA Buy America preference must submit a waiver request along with written justification to TWC. Waivers requested will be considered on a case-by-case basis. TWC will inform

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the Vendor if there is already a waiver in effect covering

Vendor’s waiver request along with the existing waiver’s parameters. If TWC agrees with the waiver request, TWC will submit the request to the responsible federal agency. Upon receiving the federal agency response, TWC will inform the Vendor whether the request was rejected or granted in whole or part.

2.22.3 Certification: Vendor certifies that it will comply with the provisions of BABAA (Public Law 117-58, §§ 70901-

70952) for Infrastructure Projects.

2.22.4 Pass-Through Requirement: Vendor must pass

BABAA compliance obligations to any subcontractors for

Infrastructure projects paid for with federal funds.

Vendor shall require the subcontractor to certify compliance as a condition of any applicable subcontract.

2.23 Whistleblower Protection: Pursuant to 41 U.S.C. § 4712, Vendors may not discharge, demote, or discriminate against employees for reporting information that employee reasonably believes is evidence of gross mismanagement of a federal grant or contract, gross waste of federal funds, abuse of authority relating to a federal grant or contract, a substantial and specific danger to public health or safety, or a violation of a law, rule, or regulation relating to a federal contract or grant. Employees subject to adverse action in violation of this section may file a complaint with the Office of the Inspector General no later than three years from the date of the adverse action. Vendors must provide written notification of these whistleblower protections to employees performing on covered contracts.

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2.24 Background Check: Vendors must submit criminal background checks on all key personnel assigned to the services related to this solicitation, as authorized by Texas law, and at Vendor expense. Key personnel are defined as personnel whose oversight and guidance are essential to the subject services.

TWC may provide any finalist for a contract position a Contractor

Criminal History Report Investigation Request form P33c which

Vendor must complete and submit back to TWC as required on the form. To obtain a facility access badge, Vendor must provide

TWC with either a completed form P-33c or a recent criminal background check within fifteen (15) days of contract award. If applicable, TWC will not issue a Purchase Order until the criminal background check has been completed and passed.

2.25 To the extent that Vendor’s staff are provided access to and workspace within TWC buildings, Vendor’s staff will abide by

TWC policies and procedures expressed in Chapter 1 of the

Texas Workforce Commission Personnel Manual in existence and as amended from time to time.

2.26 Privacy: Vendor who has access to sensitive personally

identifiable information (“Sensitive PII”), including anyone who views, contracts, collects, uses, maintains, stores, or destroys

Sensitive PII of TWC employees, job seekers, employers, customers, or partners (including any employees of the State of

Texas), must safeguard that information.

2.26.1 Sensitive PII is anything that alone or in combination with available information can identify an individual, which if lost, compromised, or disclosed without authorization, could result in substantial harm, EDIT HERE embarrassment, inconvenience, or unfairness to an individual.

2.26.2 Awarded Vendor must have a Non-Disclosure

Agreement (NDA) on file with TWC prior to handling

Sensitive PII

2.26.3 In order to safeguard Sensitive PII, Awarded Vendor

must:

2.26.3.1 Collect Sensitive PII only as authorized.

2.26.3.2 Limit the use of Sensitive PII.

2.26.3.3 Minimize the proliferation of Sensitive PII.

2.26.3.4 Secure Sensitive PII both physically and in

electronic form.

2.26.3.5 Report suspected privacy incidents within

twenty-four (24) hours to the TWC Contract

Manager or, email the TWC Information

Security Office at CISO@twc.texas.gov.

2.26.3.6 Not transmit or store Sensitive PII in a server

or storage device that is located in a foreign country.

2.26.3.7 Awarded Vendor will not transmit Sensitive PII

via email or store on CDs, DVDs, thumb drives and the like without prior review and encryption protocol approved by TWC.

2.26.3.8 Failure to follow these requirements will

mailto:CISO@twc.texas.gov

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constitute a breach of contract.

2.27 Change in Law: Any alterations, additions, or deletions to the terms of this Contract which are required by changes in federal or state law or regulations are automatically incorporated into this Contract without written amendment hereto and shall become effective on the date designated by such law or by regulation.

2.28 Disaster Recovery Plan: In accordance with 13 TAC §

6.94(a)(9), Vendor shall provide to TWC the description of its business continuity and disaster recovery plans.

2.29 Media Releases: Vendor shall not use TWC’s name, logo, or other likeness in any press release, marketing material, or other announcement without TWC’s or the relevant state agency’s prior written approval. TWC does not endorse any vendor, commodity, or service. Vendor shall not make or participate in any media releases or public announcements pertaining to this procurement, the solicitation response, or the services to which they relate without the prior written consent of the relevant state agency, and then only in accordance with explicit written instruction from the relevant state agency. Vendors must obtain written approval from the TWC Contract Manager not more that fifteen (15) business days and not less than five (5) business days prior to any media release related to this Contract.

2.30 Specific Conditions for Disclosing Federal Funding in

Public Announcements: The parties agree that all statements, press releases, requests for proposals, bid solicitations and other

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documents describing projects or programs funded in whole or in part with Federal money, the parties shall clearly state:

2.30.1 the percentage of the total costs of the program or project which will be financed with Federal money;

2.30.2 the dollar amount of Federal funds for the project or program; and,

2.30.3 the percentage and dollar amount of the total costs of the project or program that will be financed by non-governmental sources.

2.31 Prohibition of Text Messaging and E-mailing While Driving

During Official Federal Grant Business: The parties and their employees and representatives are prohibited from text messaging while driving a government owned vehicle, or while driving their own privately-owned vehicle during official contract business, or from using government supplied electronic equipment to text message or email when driving. The parties must comply with these conditions under Executive Order

13513, "Federal Leadership on Reducing Text Messaging While

Driving," October 1, 2009.

2.32 All work performed and Services provided under this Contract shall be performed in the United States.

3. REQUIRED CERTIFICATIONS

By responding to this solicitation and accepting the award of a contract or

Service Authorization, Vendor certifies to the following:

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3.1 Vendor represents and warrants that all statements and

information prepared and submitted in this Proposal are current, complete, true, and accurate. Submitting a Proposal with a false statement or material misrepresentations made during the performance of a contract is a material breach of contract and may void the submitted Proposal and any resulting contract.

3.2 All Terms and Conditions Met: Vendor certifies that all terms and conditions listed in the solicitation will be met.

3.3 Vendor represents and warrants that the individual submitting this document is authorized to sign such documents on behalf of the Vendor and to bind the Vendor under any contract or service authorization that may result.

3.4 U.S. Department of Homeland Security’s E-Verify System:

By entering into this Contract, the Vendor 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 eligibility of:

3.4.1 All persons employed to perform duties within Texas, during the term of the Contract; and

3.4.2 All persons (including subcontractors) assigned by the

Respondent to perform work pursuant to the Contract, within the United States of America.

3.4.3 The Vendor shall provide, upon request of TWC, an

electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-

Verify case verification number for attachment to the

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Form I-9 for the three (3) most recent hires that match the criteria above, by the Vendor, and Vendor’s subcontractors, as proof that this provision is being followed.

3.4.4 If this certification is falsely made, the Contract

may be immediately terminated, at the discretion of TWC and at no fault to TWC, with no prior notification. The Vendor shall also be responsible for the costs of any re-solicitation that TWC must undertake to replace the terminated Contract.

3.5 Inducements/Dealings with Public Servants: Pursuant to

Texas Government Code § 2155.003, the Vendor affirms 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 submitted solicitation response.

3.6 Lobbying: Vendor certifies that the Vendor will not and has not used any federally appropriated funds to pay any person or organization for influencing or attempting to influence any officer or employee of any federal agency, a member of Congress, officer or employee of Congress, or an employee of a member of

Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendor certifies that it shall disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award by completing and submitting Standard Form LLL. Further, Vendor certifies that no funds provided under the contract will be used in any way to attempt to influence in any manner a

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member of Congress to favor or oppose any legislation or appropriation by Congress, or for lobbying with State or local legislators.

3.7 Not Ineligible: Vendor certifies that neither the Vendor nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or excluded from participating in this contract by any state or federal agency.

3.8 Non-Discrimination: The Vendor agrees that no person will, on the ground of race, color, religion, sex, national origin, age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied the benefits or be subjected to discrimination under, or be denied employment in the administration of, or in connection with, any program or activity funded in whole or in part with funds available under this

Contract. The Vendor certifies compliance with Sections 504 and

508 of the Rehabilitation Act(29 U.S.C. §§ 794, 794d); the

Housing and Urban Development Act § 3 (12 USC §1701u);

Titles VI and VII of the Civil Rights Act of 1964 (42 U.S.C.

§2000e); regulations at 41 C.F.R. Part 60, “Office of Federal contract Compliance Programs, Equal Employment Opportunity

Department of Labor”; the Americans with Disabilities Act of

1990 (42 U.S.C. § 12101); and all amendments to each.

3.9 Drug-Free Workplace: The Vendor agrees to provide a drug-free workplace in compliance with the Drug- Free Workplace Act of 1988 (41 U.S.C., Chapter 81, Subtitle IV).

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3.10 Franchise Tax: The Vendor certifies that the Vendor is not currently delinquent in the payment of any franchise tax owed to the State of Texas, pursuant to Chapter 171, Texas Tax Code.

3.11 Child Support: Vendor certifies that Vendor is not ineligible to receive the specified grant, loan, or payment under Texas Family

Code § 231.006 (relating to child support) and acknowledges that the contract may be terminated, and payment may be withheld if certification is inaccurate. Pursuant to Texas Family

Code § 231.006(c), Vendor must provide the name and Social

Security Number (SSN) of each person with at least 25% ownership of the business. This information must be provided prior to contract award.

3.12 Certain Bids and Contracts Prohibited: Under Texas

Government Code §2155.004, Vendor certifies that the individual or business entity named in the solicitation response is not ineligible to receive the specified contract and acknowledges that the contract may be terminated and/or payment withheld if this certification is inaccurate.

3.13 Fair Business Practices: Vendor certifies that Vendor has not been found to have engaged in unfair business practices in a judicial or state agency administrative proceeding during the preceding year. The Vendor further affirms that no officer of the

Vendor has served as an officer of any company found to have engaged in unfair business practices in a judicial or state agency administrative proceeding during the preceding year.

3.14 Antitrust Affirmation: Vendor affirms under penalty of perjury of the laws of the State of Texas that (1) in connection with this

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Response and any resulting contract, neither I nor any representative of the Vendor has violated any provision of the

Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm.

Code Chapter 15; (2) in connection with this Response and any resulting contract, neither I nor any representative of the Vendor have violated any federal antitrust law; and (3) neither I nor any representative of the Vendor have directly or indirectly communicated any of the contents of this Response to a competitor of the Vendor or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Vendor.

3.15 No Compensation: Vendor certifies that Vendor has not

received compensation for participation in the preparation of the solicitation. This section does not prohibit a Vendor or contract participant from providing free technical assistance.

3.16 Conflict of Interest: Vendor certifies that Vendor has disclosed any existing or potential conflict of interest relative to the performance of the contract. Failure to do so will be grounds for contract termination.

3.17 Prohibition on Certain Bids and Contracts related to

Disasters and Hurricanes Katrina and Rita: Under Texas

Government Code § 2155.006 and § 2261.053, the Vendor certifies that the individual or business entity named in response to this solicitation is not ineligible to receive the specified contract and acknowledges that any contract resulting from this solicitation may be terminated and payment withheld if this certification is inaccurate.

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3.18 Independent Contractor: Vendor certifies that Vendor or

Vendor’s employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing the services under any contract resulting from this solicitation. Vendor and Vendor's employees, representatives, agents and any subcontractors shall not be employees of TWC or the State of Texas. Should Vendor subcontract any of the services required in this solicitation, Vendor expressly understands and acknowledges that in entering into such subcontract(s), TWC or the State of Texas are in no manner liable to any subcontractor(s) of Vendor. In no event shall this provision relieve Vendor of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this solicitation and any resulting contract.

3.19 Insurance Requirements: (The default insurance

requirements in this section may be superseded by specific insurance requirements in the solicitation or in other parts of the contract). Vendor certifies it maintains insurance coverage in accordance with statutory limits and these requirements:

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:

Occurrence based:

Bodily Injury and Property Damage

Each occurrence limit: $1,000,000

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Aggregate limit: $2,000,000

Medical Expense each person: $5,000

Personal Injury and Advertising Liability: $1,000,000

Products/Completed Operations Aggregate Limit: $2,000,000

Damage to Premises Rented to You: $50,000.

NOTE: The required coverage is to be with companies licensed in the state of Texas with an “A” rating from A.M. Best and authorized to provide the corresponding coverage.

3.20 Felony Criminal Convictions: Vendor represents and warrants that Vendor has not and Vendor’s employees have not been convicted of a felony criminal offense, or that, if such a conviction has occurred, Vendor has fully advised TWC as to the facts and circumstances surrounding the conviction.

3.21 Restricted Employment for Former State Officers or

Employees Under Texas Government Code §572.069:

Vendor certifies that it has not employed and will not employ a former TWC or state officer or employee who participated in a procurement or contract negotiations for TWC or the State of

Texas involving Vendor within two (2) years after the state officer or employee left state agency employment or service.

This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

3.22 Vendor certifies that both of the following statements are true and correct, and that the Vendor understands that making a false statement is a material breach of the contract and is grounds for termination of contract award:

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3.22.1 Vendor is current in Unemployment Insurance taxes, Payday and Child Labor law monetary obligations, and

Proprietary School fees and assessments payable to the

State of Texas, to the extent applicable.

3.22.2 Vendor has no outstanding Unemployment Insurance

overpayment balance payable to the State of Texas.

3.23 Prohibition on Contracts or Other Agreements with

Certain Foreign-Owned Companies in Connection with

Critical Infrastructure in this State, Texas Government

Code, Chapter 2274: If this contract involves Vendor accessing critical infrastructure as defined in Texas Government Code §

2274.0101, Vendor certifies that Vendor is not:

(1) owned by or the majority of stock or other ownership interest of the company is held or controlled by: (a) individuals who are citizens of China, Iran, North Korea, Russia or a designated country as defined in §

2274.0101(4); or (b) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia or other designated country as defined in § 2274.0101(4); or

(2) headquartered in China, Iran, North Korea, Russia, or other designated country as defined in § 2274.0101(4).

(3) This provision applies regardless of whether the Vendor’s or its parent company’s securities are publicly traded, or the

Vendor or its parent company is listed on a public stock exchange as a Chinese, Iranian, North Korean, or Russian

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company or a company of a designated country.

3.24 Foreign Terrorist Organizations: Vendor represents and

warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Texas

Government Code § 2252.152.

3.25 COVID-19 Vaccine Passport Prohibition: Under Section

161.0085 of the Texas Health and Safety Code, Vendor certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Vendor’s business. Vendor acknowledges that such a vaccine or recovery requirement would make Vendor ineligible for a state-funded contract.

3.26 Executive: Vendor certifies it is in compliance with Texas

Government Code §669.003, relating to contracting with the executive head of a State agency. If applicable, Vendor will complete the following for TWC evaluation:

Former Executive Name: ______________________________

State Agency Name: __________________________________

Date Separated from Agency: __________________________

Position with Vendor: ___

Date employed with Vendor: ___________________________

3.27 Buy Texas: Vendor agrees to comply with Texas Government

Code §2155.4441, pertaining to purchasing products and materials produced in the State of Texas.

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3.28 Texas Bidder Affirmation: Vendor certifies that if a Texas address is shown as the address of the Vendor on this solicitation response, Vendor qualifies as a Texas Bidder as defined in Texas Government Code § 2155.444(c).

3.29 Human Trafficking: Under Texas Government Code

§2155.0061, Vendor 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. Further, Vendor acknowledges that TWC may not award a contract to person convicted of on any offense related to the direct support of promotion of human trafficking during the five-year period preceding the date of award and that if TWC determines that Vendor is ineligible to have accepted the contract, TWC may immediately terminate the contract without further obligation to Vendor.

3.30 Trafficking in Persons: The parties acknowledge the

requirements of 2 C.F.R., Part 175, including the U.S.

Department of Education’s modifications to these requirements, and agree to comply with the requirements regarding trafficking in persons.

3.31 Disclosure of Prior State Employment: In accordance with

Section 2254.033 of the Texas Government Code, relating to consulting services, Vendor certifies that it does not employ an individual who has been employed by TWC or another agency at any time during the two (2) years preceding submission of the solicitation response or, in the alternative, Vendor has disclosed in its solicitation response the following: (a) the nature of the

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previous employment with TWC or the other agency; (b) the date employment was terminated; and (c) the annual rate of compensation for the employment at the time of termination.

3.32 Former Agency Employees: In accordance with Texas

Government Code § 2252.901, Vendor represents and warrants that none of its employees, including but not limited to those authorized to provide services under the contract were former employees of TWC during the twelve (12) month period immediately prior to the date of execution of the contract.

If the contract is for professional services as described by Texas

Government Code Chapter 2254, Vendor represents and warrants that if a former employee of TWC was employed by

Vendor within one year of the employee’s leaving the Agency, then such employee will not perform services on projects with

Vendor that the employee worked on while employed by the

TWC.

3.33 Vendor represents and warrants that if selected for award of a contract as a result of this solicitation, Respondent will submit to

Agency a Certificate of Interested Parties, prior to contract execution as required by Texas Government Code §2252.908.

3.34 Cybersecurity Training: Vendor represents and warrants that it will comply with the requirement of Texas Government Code

§2063.104 relating to cybersecurity training and required verification of completion of the training program. Specifically, if

Vendor or any Vendor employee of subcontractor employee has access to a state computer system or database, Vendor shall ensure that Vendor, or any Vendor employee or subcontractor employee completes a cybersecurity training program certified

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under Texas Government Code §2063.104 as selected by TWC.

The cybersecurity training program must be completed by

Vendor during the term of the contract and during any renewal period. Vendor shall verify completion of the cybersecurity training to the TWC point of contact.

3.35 Changes to Financial Condition: Vendor warrants it will notify

TWC in writing of a change in financial condition during the contract term and any renewal thereof at the time the change occurs or is identified.