5-32026-00030 Career Exploration Internships GTC (3-17-25).pdf

NonBoard NonGovt GTC (3-25)

TWC Career Exploration Internship Initiative 32026-00030

GENERAL TERMS AND CONDITIONS

SECTION 1 - Legal Authority

The Texas Workforce Commission (hereinafter identified as the Agency) is responsible for administering an integrated workforce development system, including job training, employment, employment-related educational programs, and the unemployment compensation insurance program, under the authority of Texas Labor Code § 302.021. Pursuant to Texas Labor Code

§ 302.002(b), the Agency shall have the authority to enter into contracts and administer programs.

SECTION 2 - Purpose

This grant award sets forth the responsibilities and obligations of the

Agency, the other party(ies) to this grant (hereinafter identified as the

Grantee), and its Fiscal Agent (if different from the Grantee), with respect to the implementation and administration of the program defined within the

Statements of Work.

SECTION 3 – Order of Precedence

This Grant Award between the Agency and the Grantee consists of the documents listed in the Table of Contents. Document terms on this list include all amendments. In the event of a conflict of terms, precedence shall be given to the federal terms and conditions included in the documents.

In the event and to the extent any provisions contained in the multiple documents address the same or substantially the same matter but do not actually conflict, the most recent provisions shall be deemed to have superseded earlier provisions. All Grant provisions, however, are subject to control by the latest amendment and most specific provision and by the applicable state and federal laws, rules and regulations.

SECTION 4 - Grant Performance

4.1 The Grantee agrees to perform under this grant award in accordance with the commitments established within the Statements of Work.

Services under this award shall be provided in compliance with:

4.1.1 all applicable federal and state laws, regulations, and rules;

4.1.2 all Agency policies and procedures or guidance materials incorporated herein by specific reference; and

4.1.3 all terms and conditions of this grant award.

4.2 The Grantee has, or shall obtain within forty-five (45) days, personnel capabilities necessary to implement project requirements and to ensure compliance with this grant award.

4.3 The Grantee shall notify the Agency in writing, within ten (10) calendar days, of any change in key personnel assigned to the implementation and administration of this grant award.

(Key personnel are defined for the purposes of this grant award, as those personnel whose oversight and guidance is essential to the work being performed hereunder and whose knowledge, qualifications, and experiences are critical to the achievement of the objectives of this grant award.)

4.4 In consideration of the Grantee's full and satisfactory performance of the specified services, the Agency shall be liable to the Grantee in accordance with the terms and limitations established within the attachments to this grant award.

4.5 Except with respect to defaults of contractors or subrecipients, no liability or loss of rights hereunder shall result to either party from delay or failure in performance (including any failure by the grantee to progress in the performance of the work) if such failure arises out of causes beyond the reasonable control and without the default or negligence of the party affected. Such causes may include but are not limited to acts of God, acts of a public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, serious labor disputes, shortage of or inability to obtain material or equipment, and unusually severe weather. In every case, however, the failure to perform must be beyond the control and without the fault or negligence of the party affected.

SECTION 5 - Administrative Requirements

5.1 This grant award shall be construed, interpreted, and applied in accordance with the laws of Texas, excluding its choice of law rules.

5.2 If any of the provisions of this grant award shall contravene or be invalid under the laws of the United States or the State of Texas, such contravention or invalidity shall not invalidate the entire grant award.

It shall be construed as if not containing the particular provision or provisions held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. The Grantee and the Agency shall endeavor to agree on a mutually acceptable alternative provision.

In the event of a conflict between such laws and regulations and the terms and conditions of this grant award, precedence shall be given to the laws and regulations.

5.3 This grant award between the Grantee and the Agency shall conform to the administrative requirements found in:

5.3.1 The Office of Management and Budget (OMB) Uniform

Guidance (UG), 2 Code of Federal Regulations (C.F.R.) Part

200, as supplemented by the Texas Grant Management

Standards (TxGMS);

5.3.2 Commission Rules in 40 Texas Administrative Code (TAC) Part

20;

5.3.3 the Agency's Financial Manual for Grants and Contracts

(FMGC); and

5.3.4 any directives specified by Agency issuance except as otherwise specifically authorized by the Agency in writing.

5.4 All costs must conform to cost principles found in:

5.4.1 OMB UG, 2 C.F.R. Part 200, or 48 C.F.R. Part 31 (as

applicable), as supplemented by the Rules promulgated by

TxGMS;

5.4.2 the Agency’s FMGC; and

5.4.3 other Agency directives, as applicable.

5.5 In addition to the other requirements herein, commercial organizations will be subject to the administrative provisions of 48 C.F.R. § 31.103 and the cost principles and procedures in 48 C.F.R. Part 31, Subpart

31.2. The process for determining reimbursable costs in contracts with commercial organizations shall incorporate the cost principles and procedures in 48 C.F.R. Part 31, Subpart 31.2.

SECTION 6 - Bonding Requirements

6.1 The funds provided by this grant award shall be included in coverage provided by a fidelity bond that indemnifies the Agency against loss arising from a fraudulent or dishonest act of the Grantee's officers and employees holding positions of fiduciary trust.

6.2 The Grantee shall obtain a bond sufficient to cover the largest cumulative amount of all cash requests submitted by a grantee on any given day or the cumulative amount of funds on hand at any given point. This determination shall be made by aggregating the cumulative amounts drawn from the Agency by the Grantee during any consecutive three-day period.

Under no circumstances shall the Agency disburse to the Grantee an amount of cash that exceeds the bond amount.

6.3 The bond shall be executed by a corporate surety or sureties holding certificates of authority, authorized to do business in the State of

Texas, and acceptable to the Agency.

If a surety upon a bond loses its authority to do business in the State of Texas, or the bond is cancelled, reduced, or otherwise amended, the

Grantee shall immediately notify the Agency and provide a replacement bond adequate to cover the terms and conditions of this section. Until such time that, an adequate replacement bond is secured by the insurer and provided to the Agency, no further disbursements shall be made to the Grantee.

6.4 The Grantee shall be the insured entity and the Agency shall be the assigned certificate holder. A copy of the bond shall be forwarded to the Agency by email or, if necessary, by mail to:

Email:

Payables.cder@twc.texas.gov mailto:Payables.cder@twc.texas.gov

Mail:

Texas Workforce Commission

Contracts Payable

101 East 15th Street, Room 476

Austin, Texas 78778 - 0001

6.5 The failure of the Grantee to provide evidence of the required bond within fifteen (15) calendar days of the beginning date of this grant award may result in termination of the grant award.

6.6 The Grantee will include the substance of the provisions of this section in any subcontracts for goods or services under this grant award.

SECTION 7 - Rights in Data, Products, or Inventions

7.1 The Agency may reproduce, prepare derivative works, distribute copies to the public, perform publicly and display publicly, by or on behalf of the Agency any data, product, or invention developed under this grant award or purchased with funds from this grant award.

7.2 Excluding copyrighted, licensed, and public domain software, the

Grantee grants to the Agency and its designated representatives, unlimited rights to any data, databases, or data processing programs first developed, produced, or delivered under this grant award. Such data includes recorded information regardless of form or media.

7.3 Upon termination of this grant award, whether for cause or convenience, all finished or unfinished documents, records, reports, photographs, etc. prepared by the Grantee shall, at the option of the

Agency, become the property of the Agency.

In the event of such termination, the Grantee may be requested to transfer title and deliver to the Agency any property or products the

Grantee has acquired or produced in performance of the grant award.

7.4 All data and rights necessary to fulfill the Grantee's obligations to the

Agency under this grant award must be secured and obtained from its contractors or subrecipients.

If a contractor or subrecipient refuses to accept terms affording the

Agency such rights, the Grantee shall promptly bring such refusal to the attention of the Agency.

7.5 The Agency and its officers, agents and employees are indemnified against liability, including costs, for infringement of any United States patent (except a patent issued upon an application that is now or may hereafter be withheld from issue pursuant to a Secrecy Order under 35

U. S. Code (U.S.C.) § 181) arising out of the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property under this grant award, or out of the use or disposal by or for the account of the

Agency of such supplies or construction work.

7.6 The Agency retains non-exclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced the subject invention throughout the world with respect to any invention resulting from activities funded by this grant award in which the Grantee retains title.

SECTION 8 - Prevention of Fraud

8.1 The Grantee shall establish and implement procedures for preventing, reporting, investigating, and taking appropriate legal and/or administrative action concerning any fraud, program abuse, possible illegal expenditures, unlawful activity, violations of law, or Agency rules, policies, and procedures occurring under this grant award.

8.2 Any member of the Grantee's staff or Grantee's contractor or subrecipient's staff having knowledge of suspected fraud, program abuse, possible illegal expenditures, unlawful activity, violations of law or Agency rules, policies and procedures occurring under this grant award, shall report such information to the Agency’s Office of

Investigations no later than five (5) working days from the date of discovery of such act.

8.3 An Incident Report regarding such an act must be submitted to:

Texas Workforce Commission

Office of Investigations

101 East 15th Street, Room 230

Austin, Texas 78778-0001

8.4 The Grantee shall establish and implement reasonable internal program management procedures sufficient to ensure that its employees, participants, contractors, or subrecipients are aware of the

Agency's Fraud and Program Abuse Hotline (1-800-252-3642) and that

Hotline posters are displayed to ensure maximum exposure to all persons associated with or having an interest in the programs or services provided under this grant award.

8.5 Except as provided by law or court order, the parties to this grant award shall ensure the confidentiality of all reports of violations, as listed above. Neither the Grantee nor the Agency shall retaliate against any person filing a report.

8.6 Upon review of submitted reports, the Agency’s Office of Investigations may elevate the report to the appropriate federal authority, accept the case for investigation and/or action at the state level, or return the case to the Grantee, or Grantee's contractor or subrecipient, for action including, but not limited to, the following:

8.6.1 further investigation;

8.6.2 referral for prosecution under the Texas Penal Code, or other state or federal laws; and/or

8.6.3 other corrective action, as may be appropriate.

8.7 When referred back to the Grantee, the Grantee shall ensure that a final investigation closing report is submitted to the Agency’s Office of

Investigations after all feasible avenues of investigation and legal and/or corrective action have been taken.

SECTION 9 - Preventing Conflict of Interest

9.1 The Grantee shall take every reasonable course of action to maintain integrity in the expenditure of these public funds and to avoid favoritism and questionable or improper conduct.

9.2 The Grantee shall administer this award in an impartial manner, free from efforts to gain personal, financial, or political benefit, tangible or intangible. The Grantee and its executive staff and employees, while administering this grant award shall avoid situations, which could give the appearance that any decision was influenced by prejudice, bias, special interest or desire for personal gain.

9.3 The Grantee assures that no person shall participate in any decision relating to any subcontract which affects his/her personal pecuniary interest including, but not limited to:

9.3.1 Employees, contractor, or subrecipients of the Grantee; or

9.3.2 persons who exercise any function or responsibility in the review or approval of the undertaking or carrying out of this grant award.

9.4 The Grantee shall maintain on file, and make available for inspection by the Agency, a statement submitted by each Grantee employee, contractor or subrecipient, or governing body member disclosing any interest, fact or circumstance, which does or may present a potential conflict of interest. Such conflict of interest disclosure statements shall be updated, as circumstances require, but at least annually.

The above paragraph shall serve as a minimum standard and shall not be construed as to limit the Grantee's authority for more restrictive governance to prevent real and/or apparent conflicts of interest.

SECTION 10 - Grant Provisions

10.1 The Grantee shall comply with the following:

10.1.1 Rehabilitation Act of 1973 § 504, 29 U.S.C. § 794, as

amended;

10.1.2 Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§

2000d et seq., and 2000e-16, as amended;

10.1.3 Title IX of the Education Amendments of 1972, 20 U.S.C. §§

1681-1688, as amended;

10.1.4 The Age Discrimination Act of 1975, 42 U.S.C. § 6101 et seq., as amended;

10.1.5 The Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., as amended;

10.1.6 Women in Apprenticeship and Non-traditional Occupations Act, 29 U.S.C. § 2501, et seq.;

10.1.7 Applicable provisions of the Clean Air Act, 42 U.S.C. § 7401 et seq., and the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.;

10.1.8 The rights and responsibilities for charitable and faith-based providers set forth in the Personal Responsibility and Work

Opportunity Reconciliation Act of 1996 (PRWORA) § 104, 42

U.S.C. § 604a, as applicable; and

10.1.9 The Job Training or Employment Assistance Programs, Services, and Preferences Available to Veterans, as set forth in the Texas Labor Code §§ 302.151-302.153.

10.2 The Agency and the Grantee may not deny services under this grant award to any person and are prohibited from discriminating against any employee, applicant for employment, or beneficiary because of race, color, religion, sex, national origin, age, physical or mental disability, temporary medical condition, political affiliation or belief, or citizenship.

10.3 The Grantee shall ensure that the evaluation and treatment of employees and applicants for employment are free from discrimination.

10.4 The Grantee shall make a reasonable effort to meet the state goal on subcontracts and supplier contracts to historically underutilized businesses certified by the State of Texas, as defined in Texas

Government Code § 2161.001, including any certified women or minority owned businesses or enterprises.

SECTION 11 - Contractor and Subrecipients

The Grantee assures that the performance rendered by all contractors or subrecipients shall comply with all the terms and provisions of this grant award as if the performance were rendered by the Grantee, and shall require such contractors or subrecipients to comply with all requirements, as covered in this grant award.

SECTION 12 - Records: Retention, Confidentiality, and Access

12.1 The Grantee agrees to retain financial and supporting documents, statistical records, and any other records pertinent to the services provided under this grant for which a claim or report was submitted to the Agency. These supporting records and documents must be kept for a minimum of three (3) years after final payment and all other pending matters are closed out.

12.2 The Grantee shall establish and maintain a method to secure the confidentiality of records and other information relating to clients in accordance with applicable federal and state laws, rules, and regulations. This provision shall not be construed, as limiting the

Agency's right of access to client case records or other information relating to clients served under this contract.

12.3 The Grantee shall grant access and the right to examine, copy, or mechanically reproduce, all reports, books, papers, documents, automated data systems, and other records pertaining to this contract from Monday through Friday, between the hours of 8:00 a.m. and

5:00 p.m., local time, excluding state or federal holidays. Such rights of access and examination are granted to the duly authorized representatives of:

12.3.1 the United States Department of Agriculture;

12.3.2 the United States Department of Education;

12.3.3 the United States Department of Health and Human Services;

12.3.4 the United States Department of Labor;

12.3.5 the Comptroller General of the United States;

12.3.6 the General Accounting Office;

12.3.7 the Auditor of the State of Texas;

12.3.8 the Agency; and

12.3.9 other state and federal auditing agencies.

12.4 Such rights to access shall continue as long as the Grantee retains the records.

12.5 The Agency, and any of its authorized representatives, shall have timely and reasonable access to all Grantee records and personnel related to this agreement for the purpose of inspection, monitoring, auditing, evaluation, interview, and discussion.

SECTION 13 - Monitoring, Audits, and Evaluations

13.1 The Grantee shall supply to the Agency an audit that is in compliance with the Single Audit Act of 1984, as amended July 1996, 31 U.S.C., Chapter 75, and OMB UG, 2 C.F.R. Part 200, Subpart F, applicable at the time costs were incurred.

13.2 The Agency reserves the right to conduct, or cause to be conducted, an independent audit of all funds received by the Grantee under this grant award. Such an audit may be performed by the local government audit staff, a certified public accounting firm, or other auditors as designated by the Agency and must be conducted in accordance with applicable federal rules and regulations, grant award guidelines, and established professional standards and practices.

13.3 The Grantee understands that acceptance of funds under this grant award acts as acceptance of the authority of the State Auditor’s Office

(SAO), or any successor agency, to audit or investigate the expenditure of funds under this grant award or any subcontract. The

Grantee further agrees to cooperate fully with the SAO or its successor, including providing all records requested. The Grantee will ensure that this clause concerning the authority to audit funds received indirectly by contractors or subrecipients through the Grantee and the requirement to cooperate is included in any subcontract it awards.

13.4 The Grantee shall develop and maintain a contractor or subrecipient monitoring system, acceptable to the Agency, covering any subcontract it awards from this grant award.

Complete records of all monitoring performed by the Grantee shall be maintained and made available to the Agency during such subcontract performance periods and for as long thereafter as an unresolved deficiency may require.

13.5 The Agency reserves the right to conduct or cause a designee to conduct monitoring and evaluation studies of the performance of the

Grantee or any contractor or subrecipient for services rendered under this grant award.

The Agency retains the right to perform such monitoring and evaluation studies that it determines necessary and will report preliminary results to the Grantee and any contractor or subrecipient before the monitoring and evaluation is concluded and the final results are made a matter of record.

13.6 If a charitable or faith-based organization who is a contractor or subrecipient to the Grantee establishes a separate account for the government funds provided through this grant award, then only the services and activities supported by those funds will be subject to audit by the Agency or its duly authorized representatives.

13.7 The Grantee shall cooperate with any audit or examination conducted pursuant to this section.

SECTION 14 - Dispute Resolution

14.1 To the extent applicable under state and federal law, a Grantee’s claim for breach that the parties cannot resolve in the ordinary course of business shall be submitted to the dispute resolution process provided for in 40 TAC, Chapter 800, Subchapter K, as further described in this section.

14.1.1 To initiate the process, the Grantee shall submit written notice to the Agency’s contract manager. Said notice shall specifically include the information required by 40 TAC § 800.453, as well as other supporting documentation or other tangible evidence to facilitate the Agency’s evaluation of the Grantee's claim.

14.1.2 Neither the execution of this grant award by the Agency nor any other conduct of any representative of the Agency relating to this grant award or the dispute resolution process described herein shall be considered a waiver of sovereign immunity to suit.

14.2 Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by the Grantee, in whole or in part.

SECTION 15 – Sanctions and Penalties

15.1 The Grantee acknowledges and accepts that special conditions may be imposed by the Agency, and certain enforcement remedies exercised

(set forth within OMB UG, 2 C.F.R. Part 200), if the Grantee has been designated as a "high risk" grantee.

Special conditions or restrictions could include:

15.1.1 payment on a reimbursement basis;

15.1.2 withholding authority to proceed to the next project phase until receipt of evidence of acceptable performance;

15.1.3 additional and more detailed financial reporting;

15.1.4 additional project monitoring;

15.1.5 requiring the Grantee to obtain technical or management assistance;

15.1.6 establishing additional prior approvals; or

15.1.7 other conditions or restrictions appropriate to the circumstances.

15.2 The Grantee acknowledges and accepts that failure of the Grantee to comply with any provision of this grant award, whether stated in a federal or state statute or regulation, Commission rules, an assurance, a certification, an application or Agency policies or procedures referenced in a grant award may subject the Grantee to sanctions and enforcement or remedial measures appropriate to the circumstances, including temporary withholding of cash payments, disallowance of costs, whole or partial suspension of the award, withholding of further awards, or other remedies that may be legally available.

SECTION 16 - Appeals

Any sanctions or penalties imposed under this grant may be appealed pursuant to Texas Government Code, Chapter 2260.

SECTION 17 - Changes and Amendments

17.1 This grant award, and all documents or subsequent agreements referenced herein, is the entire agreement between the parties. All oral or written agreements between the parties hereto relating to the subject matter of this grant award that were made prior to the execution of this grant award have been reduced to writing and are contained or referenced herein.

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

17.3 To ensure effective performance under this grant award, all parties agree that the Agency may amend performance requirements during this grant period, to interpret or clarify a change in federal or state law, rules or regulations, by issuing formal directives to establish or clarify such performance requirements.

17.3.1 After a period of no less than thirty (30) days subsequent to written notice (unless more rapid implementation is required by law) such formal directives shall have the effect of qualifying the terms of this grant award and shall be binding upon the

Grantee and the Agency as if written herein.

17.3.2 Such Agency directives shall not alter the terms of this grant award to relieve the Agency of any obligation specified in this grant award to reimburse the Grantee for costs properly incurred prior to the effective date of such formal directives.

17.4 Except as specifically provided by Sections 17.1, 17.2 and 17.3 of these General Terms and Conditions, any additions, alterations, deletions, or extensions, to the terms of this grant award shall be by amendment hereto in writing and executed by all parties to this grant award except for budget line item changes which shall be processed pursuant to Section 1.6 of Attachment B of this grant award. Any other attempted changes, including oral modifications, written notices that have not been signed by all parties, or other modifications of any type, shall be invalid.

17.5 The Agency reserves the sole option to renew or extend this grant award after the initial period. Such renewal will be based upon a compliance review and the Agency’s continuing need for the services.

The Grantee may submit a written request that the Agency considers a renewal or extension. Such written request must be received by the

Agency no later than thirty (30) calendar days prior to the expiration of this grant award.

SECTION 18 - Termination

18.1 This grant award may be terminated, in whole or in part, by the

Agency whenever it determines that such termination is in its best interests.

18.2 When justified, either party may terminate this grant award for cause, pending completion of any reports or audits required by the Agency.

Such termination shall be effective upon receipt of written notification of termination, provided no less than sixty (60) days in advance.

SECTION 19 - Certifications

The Grantee certifies compliance with the federal, state and Agency requirements set forth in Certifications (Attachment C) of this grant award.