ESBD_391790_1737483796792_TRS000555_RFP-Repost-FINALdocx.docx

Teacher Retirement System of Texas

Request for Proposals (RFP) Solicitation Name – Investment Management Technical Training Services Solicitation No. TRS000555 NIGP Class/Item Codes: 952-90, 918-21, 918-26

Anticipated Schedule of Events

January 21, 2025

January 31, 2025, 9:30 a.m., Central time

Issuance of RFP

Pre-proposal Conference attendance is non-mandatory 1000 Red River Street Austin, Texas 78701 Conference Call/Virtual Meeting information provided in Item 13 below.

Late Proposals will not be considered.

March 3, 2025, through March 12, 2025. Presentations or interviews by top-scoring Respondents, if requested. TRS may elect to conduct presentations (or interviews or demos or site visits) as part of the evaluation process.

Solicitation Contents I. Summary Details II. Definitions III. Historically Underutilized Business (“HUB”) Subcontracting Plan (“HSP”) Requirements and Information IV. Evaluation Process and Criteria V. Proposal Submittal Instructions

VI. Draft Contract

Solicitation Section I:

Summary Details

Summary Details

3. Issuing Agency

Teacher Retirement System of Texas Procurement & Contracts 1000 Red River Street Austin, TX 78701-2698 ATTN: Dietrich Sanders

1. Respondent must submit its Proposal through the TRS Procurement and Vendor E-System (“PAVES”) (see RFP Section V, Proposal Submittal Instructions).

2. Respondent must include with its Proposal a completed Exception Language of TRS Terms and Conditions form that identifies Respondent’s exceptions, if any, to those terms and conditions.

3. Respondent must submit a completed Certification form with its Proposal.

4. Respondent must submit a completed Price Form with its Proposal.

Please note: If the awarded contract includes renewal options, the proposed annual pricing will be applied to each renewal option. TRS does not allow for escalation of pricing for subsequent renewals under this Solicitation.

Dietrich.Sanders@trs.texas.gov

All questions and inquiries about this Solicitation must be sent to the Procurement and Contracts Representative only.

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this Solicitation.

(512) 542-6867 blender.hill@trs.texas.gov

13. Pre-Proposal Conference

14. Solicitation Addenda January 31, 2025, 9:30 a.m., Central time. Pre-Proposal Conference will be held virtually via Microsoft Teams. To be sent the invite, Respondents must email a meeting link request to the TRS Representative identified in Item 10 by January 28, 2025, 5:00 p.m., Central time.

Changes to items directly impacting the Solicitation will be posted on the Electronic State Business Daily (“ESBD”) located at https://www.txsmartbuy.gov/esbd and posted in the PAVES portal as an Addendum. It is the responsibility of an interested party to periodically check PAVES or the ESBD for updates to the Solicitation prior to submitting a Proposal.

Solicitation Section II:

Definitions

II. Definitions

As used in this Solicitation, the following capitalized terms shall have the meaning specified below:

1. Agency or TRS: Teacher Retirement System of Texas

2. Agency Primary Contact: The person designated by TRS to be the point of contact between TRS and Contractor for monitoring Contract performance and providing day-to-day interaction and instruction during the Term of the Contract. Also referred to as “Contract Manager.”

3. Contract: The definitive written agreement resulting from this Solicitation executed by an authorized representative of TRS and Contractor that formalizes the terms, provisions, covenants, and obligations of the parties, including, but not limited to those contained in this Solicitation.

4. Contractor or Vendor: The Respondent awarded a contract resulting from this Solicitation. The term “Contractor” or “Vendor” includes employees, representatives, agents, subcontractors, suppliers, and third-party service providers of Contractor, regardless of how such persons or entities are employed or contracted by Contractor.

5. Contractor or Vendor Primary Contact: The person designated by Contractor/Vendor to be the point of contact between Contractor/Vendor and Agency for scheduling, filling, contract management, and day-to-day management of Services under the Solicitation.

6. Days: Calendar days, unless otherwise specified.

7. Employee; Contract Employee: Any individuals who, on behalf of Contractor, will or may participate in providing Services under a Contract resulting from this Solicitation.

8. Financial Interest: Receiving, or having a right to receive, money or other valuable property or benefits under or in connection with the actual or proposed contract; holding a position in a business such as a principal, officer, director, trustee, partner, employee, or the like, or holding a position of management; holding any of the outstanding debt of a person directly involved in the proposed or resulting Contract; or owning stock or other interest in the business.

9. Fiscal Year (FY): The State of Texas and TRS fiscal year that begins September 1 and ends August 31.

10. Key Personnel: Individuals who contribute to Contractor’s development or execution of a project in a substantive, measurable way and whose absence from the project would be expected to impact the performance of the Contract.

11. Offer, Proposal, or Response: The documents, including any exhibits or attachments, submitted by a Respondent in response to this Solicitation. “Offer” has the same meaning as “Proposal” or “Response,” when such terms are applicable in the Solicitation document so titled as Request for Proposals (RFP), Request for Offers (RFO), or an Invitation for Bids (IFB), respectively.

12. Project Manager: The individual who, on behalf of Contractor, will have primary responsibility for the planning, procurement, and execution of the project in any undertaking that has a defined scope, start, and finish, regardless of industry.

13. Relative: A current or former TRS employee’s spouse, father, mother, brother, sister, son or stepson, daughter or stepdaughter, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, or daughter-in-law.

14. Respondent: The individual or entity submitting a proposal, offer, or bid in response to this Solicitation.

15. Responsive Proposal: A Proposal that meets all Minimum Qualifications, HUB requirements, and submission requirements.

16. Services: All requirements, duties, schedules, locations, and other items specified in this Solicitation. The term includes any services associated with Contractor’s performance under a contract resulting from this Solicitation. Also referred to as “Work.”

Solicitation Section III:

Historically Underutilized Business (“HUB”) Subcontracting Plan (“HSP”) Requirements and Information

1. HUB Subcontracting Plan (“HSP”) Requirements and Information

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code Section 20.285, each state agency that considers entering a contract with an expected value of $100,000 or more over the life of the contract (including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the Contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and, if probable, require a HUB HSP.

TRS has determined that subcontracting opportunities are probable with this RFP and requires Respondents to complete the State of Texas HUB Subcontracting Plan (HSP) form located at https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

TRS will provide guidance on navigating the State of Texas HUB forms and Respondent is encouraged to seek assistance in completing the HSP from the TRS HUB Coordinator, Blender Hill, at (512) 542-6867 or at blender.hill@trs.texas.gov. Please remember that any inquires must be done in time to allow for the required 7 working days to demonstrate the good faith effort when soliciting subcontractors because the HSP must demonstrate the good faith effort. If there are any changes to the information in the HSP after it is submitted, Respondents must obtain prior approval from TRS.

A. TRS HUB Goals:

For purposes of the solicitation, TRS has determined that this procurement falls under the following category:

☐ Special Trade Contraction – The goal is 50% ☐ Professional Services – The goal is 10% ☐ Other Services – The goal is 25% ☐ Commodities – The goal is 35%

B. State vs. Agency Annual HUB Goals:

Texas and TRS’s annual HUB expenditure goals for FY25 are listed below.

C. HUB Subcontracting Opportunities for this Solicitation

The National Institute of Government Purchasing (NIGP) Commodity Book class and item codes and commodity descriptions for the services requested under this RFP are listed below. Full commodity descriptions can be found at https://comptroller.texas.gov/purchasing/nigp/

The TRS has identified possible HUB subcontracting opportunities listed below related to the Scope of Work under this Solicitation; however, this list should not be considered exhaustive. Additional opportunities may be added at the Respondent’s option.

D. Finding HUB Vendors

For a list of HUB vendors, Respondent may use the Centralized Masters Bidders List (CMBL) and HUB Directory. Below are instructions on how to search the CMBL:

· Access the CMBL and HUB Directory at: https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do .

· CMBL Page will default to certain fields already checked - ensure that All Vendors are searched.

· Enter Class Code and Item (leave Item blank to select any).

· Enter District Number to select specific geographic location (leave district blank to select all).

· Click the Submit Search button.

· Detail List page will default to certain fields already checked.

· Check Ethnicity, Gender fields, and Business Description as well as any other fields needed. Click go.

· Identify HUBs on the Results for CMBL Plus HUBs Search page (HUB category is on far right of page).

· Select HUB vendor and click on company name. Sometimes a vendor will have more than one listing -use the most current one.

· Confirm that HUB Status is “A” (Approved; Active) on the Vendor Detail page.

· If vendor appears to meet your needs, then solicit a bid or response of interest.

· Repeat this process until you have found a minimum of three (3) certified HUBs per subcontracting opportunity/area, either identified by the TRS or your company.

Solicitation Section IV:

Evaluation Process and Criteria

Evaluation Process and Criteria

TRS reserves the right to award one or more contract(s). At TRS’ sole discretion, TRS also reserves the right to cancel this Solicitation, make awards for some, but not all, categories of service, or make no awards. TRS reserves the right to ask questions or request clarification from any Respondent at any time during the Solicitation process. All such questions shall be provided to Respondent by the TRS Procurement and Contracts Representative for this Solicitation.

Minimum Qualifications

TRS will review Proposals for compliance with the minimum qualifications stated below and the submission requirements detailed in PAVES. TRS’ review of the foregoing requirements will be made on a pass/fail basis. Failure to meet all requirements may, at any time, result in disqualification of Respondent’s Proposal without further consideration or evaluation. Proposals which pass all minimum qualifications and submission requirements will advance to the Proposal evaluation round. Proposals that do not meet the following minimum qualifications will be rejected as non-responsive and disqualified:

· Item 1: Respondent must provide offerings live onsite or remote.

· Item 2: Respondent must provide offerings that relate to technical skills or financial knowledge.

· Item 3: Respondent must be willing to share redacted examples of current clients and applicable content delivered to them.

· Item 4: If Respondent intends to send post-training satisfaction surveys, Respondent must share results (either aggregated or in raw data) for such surveys as part of providing Services.

· Item 5: Respondent must demonstrate experience with clients in the financial sector.

· Item 6: Contractor must have at least two (2) years’ experience with financial services within the last five (5) years (e.g., clients who are in financial service industries, experience working in financial service industries, or background knowledge of financial service industries).

Initial Round

The evaluation committee will individually evaluate all Responsive Proposals during the initial round. After initial round evaluations are complete, TRS may request that all or only the top-scoring Respondents participate in future rounds. Responses and Best and Final Offers (“BAFOs”) will be scored under best value standards that are in the best interest of TRS using the following general categories, for which weights are shown:

Evaluation Criteria

Weight

Respondent Company Qualifications and Experience Respondent Client References 15% 20%

Optional Interview or Presentation Round – Selection Criteria: 10 points

After initial round evaluations are complete, TRS may: (1) require an interview or presentation round, (2) determine that an interview or presentation round is unnecessary, (3) require a BAFO round, or (4) make one or more contract awards based on initial round evaluations. TRS may request that all or only the top-scoring Respondents participate in interviews or presentations. Respondent interviews and presentations allow Respondents to highlight the strengths and unique aspects of their Responses and provide answers to clarifying questions TRS may have regarding Responses.

Evaluation criteria for the interview or presentation round may include, but are not limited to:

1. Respondent’s demonstrated understanding of RFP requirements and ability to satisfactorily describe the processes/methodologies for delivering Services.

2. Respondent’s demonstrated experience in undertakings similar in scope and complexity to those indicated in this Solicitation, including past performance.

3. Respondent’s team member interaction and Respondent’s interaction with TRS.

4. Respondent’s presentation quality and ability to meet TRS’ needs.

After presentations, Respondents may be required to submit answers to questions asked during the interview or presentation round. Interviews or presentations will be evaluated individually by each evaluator, who shall provide a score from 0 to 10, with 10 being the best/highest score. Point allocation for the interview or presentation round will not be added to any previous or future round. Points from this round determine which Respondent(s), if any, move on to the BAFO round, if scheduled.

Optional Best and Final Offer (“BAFO”) Round

If TRS decides to have a BAFO round, a BAFO may be sought from all or only the top-scoring Respondent(s). As the BAFO round is optional, TRS strongly encourages Respondent(s) to provide their best pricing and terms with their initial Proposal. TRS may request that Respondents provide additional information as part of the BAFO round. Point allocation for the BAFO Round will not be added to any other round. However, all information provided to TRS during each round of the evaluation process is taken into consideration in the BAFO round. Scoring for the BAFO round will be based on the same criteria as used in the initial round. TRS will provide a final score after the BAFO round.

Solicitation Section V:

Proposal Submittal Instructions

Proposal Submission Instructions

Respondents are required to submit their Responses to this Solicitation through PAVES. If awarded a TRS contract, Contractor will be required to set up a PAVES account which requires:

· 2-factor authentication with a cell phone

· a separate login and password to be created for all Contractor contacts, including Contractor’s accounting department

· all invoices and deliverables to be submitted through PAVES

A. PAVES

Respondents may find information about PAVES on TRS’ website located at: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx The following instructions have been developed to assist Vendors in creating and maintaining a PAVES account:

· PAVES Basic Navigation for Suppliers

· New Supplier Registration

· How to Submit a Proposal

· How to Activate Supplier Profile (if awarded a contract)

B. Creating a PAVES Account and becoming a Confirmed Bidder

To become a confirmed bidder in PAVES, Respondents must complete the new supplier registration process. Login credentials will be generated by a Respondent submitting its company information. Respondents may use these credentials to access PAVES, add additional company contacts, edit a profile, and bid on TRS solicitations. Respondents must log into the PAVES supplier portal and follow the instructions for New Supplier Registration. If, after submitting registration, a Respondent receives an e-mail stating that its registration has been rejected, it is most likely because Respondent has already been registered in PAVES. A registration request will also be rejected if a submitted tax ID number already exists in PAVES. Please contact the PAVES help desk at: PAVESHelp@trs.texas.gov for assistance or more information.

C. Submitting a Proposal in PAVES

1. Once you are logged into PAVES, click:

a. the “Solicitations” tab at the top;

b. “Show public request for proposals;”

c. pencil icon next to the name of the Solicitation round in which you wish to participate;

d. “Participate in RFx;”

e. “I acknowledge receipt of this RFx,” if necessary; and

f. “WILL BID: our intent is to respond to this RFx.”

2. To complete a PAVES questionnaire and submit a Proposal, follow the instructions at “How to Submit a Proposal.”

3. Solicitation documents, including addenda, will be found in the section called “Round Documents” within the overview tab of the initial round.

D. Question and Answer Period

Respondents must create an account and review the Solicitation before the deadline for submitting Proposals. Respondents should note the deadline for submitting questions concerning this Solicitation on page 1 under the Anticipated Schedule of Events. Respondents may submit questions to TRS through PAVES by participating in the question round of this Solicitation and following the instructions found in “How to Submit a Proposal.”

Solicitation Section VI:

Draft Contract

Teacher Retirement System of Texas Contract Signature Page

This Contract is entered into effective on the date of last signature below or [insert month, date, and year], whichever comes later (“Effective Date”), by and between the Teacher Retirement System of Texas (“TRS”), with a principal place of business at 1000 Red River Street, Austin, Texas 78701, and [insert Contractor name] (“Contractor”) with a principal place of business at [insert Address, City, State, Zip Code]. TRS and Contractor are collectively referred to as “Parties” and each, “Party.”

TRS Contract Number: [insert Contract number] TRS Contract Name: [insert Contract name] Contract Not-to-Exceed Amount: $[insert Not-to-Exceed Amount] This amount is for the initial term of the Contract. TRS does not guarantee a minimum contract amount. TRS may increase the Contract Not-to-Exceed Amount through an amendment when exercising renewal options.

Effective Date: date of latest signature below or [insert Month, Date, Year], whichever comes later.

Expiration Date: [insert Month] [Day], [Year] Renewal Option(s): One (1) one-year renewal term Description of Work: Contractor will provide TRS with financial learning solutions and training, such as technical skills, decision making, and execution, to expand professional development options for TRS’ Investment Management Division (“IMD”) employees.

By:

By:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

Vendor ID Number:

Procurement and Contracts Representative:

Printed Name:

Public Certification(s):

Date:

Contract Documents List Contract Documents List

The entire Contract between TRS and Contractor consists of the Contract Documents listed on this page. In the event of any conflict or contradiction between or among the documents attached to or otherwise incorporated into this Contract, the following order of precedence will govern this Contract in the following order:

1. Contract Signature Page

2. Contract Documents List

3. TRS General Terms and Conditions

4. Scope of Work

5. Notices, Representatives, and Records Location

6. List of Key Personnel

7. Approved Price Form

8. Insurance Requirements

9. Contractor’s Insurance Certificate (incorporated by reference)

10. Historically Underutilized Business (“HUB”) Requirements

11. HUB Subcontracting Plan (HSP) (incorporated by reference)

12. HSP Progress Assessment Report Form

13. Release of Claims Form (to be returned with final invoice)

14. Third-Party Assessment Form (incorporated by reference)

15. TRS Non-TRS Workers Policy

16. TRS Confidentiality Policy

17. TRS Allowable Travel Expense Policy

18. Solicitation number TRS000555 posted on January 21, 2025, (incorporated by reference)

19. Contractor’s Best and Final Offer (incorporated by reference)

20. Contractor’s Response to Solicitation (incorporated by reference)

TRS General Terms and Conditions

This is a placeholder for TRS’ General Terms and Conditions.

TRS’ General Terms and Conditions will become part of the awarded contract.

As part of the proposal process, Respondent must review the linked document, provide any redlines, if any, in Word format using tracked changes, and submit them as part of Respondent’s Proposal. Respondent will not have another opportunity to submit redlines to TRS for consideration.

Please note that TRS may not award a contract to a vendor due to excessive redlines to TRS’ General Terms and Conditions.

Scope of Work

Scope of Work

A. Introduction

Teacher Retirement System of Texas (“TRS”), a public pension fund and entity of the State of Texas, issues this RFP No. TRS000555 to solicit competitive proposals from qualified vendors to provide technical training services to employees in the Investment Management Division (“Solicitation”). TRS is seeking to partner with multiple experienced providers of financial and technical training solutions and training to expand professional development options for TRS’ IMD employees. TRS reserves the right to award multiple contracts to multiple Respondents or not award any contracts for the performance of all or part of Services. This RFP is not exclusive and TRS reserves the right to issue additional solicitations regarding Services or similar services at any time.

B. Background

TRS is a service-oriented public pension system providing retirement, healthcare, and related benefit programs for Texas public education employees, retirees, and their beneficiaries (“Participants”). TRS’ mission is to improve the retirement security of plan Participants by prudently investing and managing trust assets and delivering benefits that make a positive difference in members’ lives. TRS values learning and development to drive curiosity and continuous improvement, two of TRS’ cultural tenants. With a highly advanced team of approximately 200 investment professionals, IMD is seeking to expand its core learning and development offerings through partnering with multiple learning and development vendors.

C. Description of Work

1. Contractor will deliver a robust set of offerings related to technical skills. Examples of this training include Python, PowerBI, Excel, Financial Modeling, Merger & Acquisition Modeling, Leveraged Buy-Out Modeling, etc.

2. Contractor must be able to deliver instruction either on-site or live remote.

3. Contractor will be required to provide demonstrable high-quality content, instructions, and delivery of learning offerings ranging from one-hour to full day sessions, depending on the complexity of the content.

4. Contractor must have at least two (2) years’ experience with financial services within the last five (5) years (e.g., clients who are in financial service industries, experience working in financial service industries, or background knowledge of financial service industries).

5. Trainings should be able to accommodate 10-20 participants. The TRS training participants will be IMD staff, with varying levels of experience.

6. TRS may select multiple vendors to ensure appropriate coverage.

D. Technical Approach

Contractor will provide all necessary learning materials and:

1. on-site trainings – instructor(s) expected to be on-site at the appropriate TRS training facility; or live remote trainings – instructor(s) expected to deliver live instructions virtually through industry-accepted delivery solutions.

E. Deliverables

1. Contractor will provide a robust list of customizable off-the-shelf learning offerings in technical trainings. For all learning offerings, Contractor will provide:

a. planning sessions – to contextualize training to be provided (e.g., identify examples of scenarios of applicability of frameworks and tools, etc.) and agree on learning objectives;

b. a preview of learning materials for review;

c. facilitated session(s);

d. participant materials;

e. pre- and post-class assignments (as appropriate);

f. self-assessments (as appropriate to the topic);

g. sustainment activities.

2. Contractor will provide on-site or live remote training for the day of trainings and email and video calls for pre- and post-meeting needs, resource creation, etc.

3. Contractor will provide Contract Manager with email confirmation of Contractor’s acceptance of proposed training dates.

4. Contractor will check in with IMD’s Talent Management Head of Talent Development via email four (4) weeks and two (2) weeks before the event to ensure Contractor is on schedule.

5. Contractor will attend quarterly meetings with IMD’s Talent Management team.

6. The effectiveness of a training will be measured in post-training surveys. TRS will provide a survey, unless the vendor has a specific post-training survey they prefer to provide. If the latter, the vendor will need to share the post-survey results with the Head of Talent Development.

F. Facilitation Services

Contractor may facilitate teambuilding and group work sessions as needed. The services that the Contractor will provide do not have to follow any regulatory or compliance requirements. There are not any preferred training methodologies or standards that should be followed.

G. Acceptance Criteria for Deliverables

1. TRS will provide Contractor with an email agreeing to the content, length, and delivery mode (on-site or virtual) of each training session and facilitator.

2. TRS will schedule: (i) meetings to review training session content prior to each training date, and (ii) pilot sessions with smaller groups (as appropriate) to determine if Services being provided are in accordance with the Contract.

3. If TRS determines that a deliverable does not meet TRS’ requirements, TRS may reject it and provide Contractor with written notice of its deficiencies. Contractor will have five (5) calendar days to correct the deliverable. Thereafter, TRS shall have 10 calendar days to accept or reject the deliverable.

4. TRS will provide Contractor with an email notifying Contractor of TRS’ acceptance of each deliverable.

5. Contractor may not invoice TRS for a deliverable until it receives written notice of TRS’ acceptance of the deliverable. TRS has no obligation to pay for unmet or non-conforming deliverables.

6. TRS will perform an audit after training session/class learning events and survey participants on the learning offering’s effectiveness.

H. Accommodations and Equipment

Contractor must wear a TRS-issued visitor badge when conducting on-site trainings and presentations.

I. Invoicing Requirements NOTICE: Contractors are required to use PAVES to submit invoices. For more information, go to: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

Contractor will submit invoices after completion of each training session/class learning event, which detail the price, session content, and number of hours for each session/event. A copy of each invoice must be submitted to IMD’s Talent Management Head of Talent Development (or designee) and Contract Manager. Contractor shall bill TRS for training costs (e.g., session prices, travel, and expenses, etc.) within five (5) days of the session/event. Travel costs may be included in invoices but must adhere to TRS’ Allowable Travel Expenses policy.

J. Communication Plan

Upon execution of the Contract, TRS will set up a kickoff meeting with Project Manager. At the kickoff meeting, TRS and Contractor will review all terms of the Contract and ensure that there is mutual agreement on:

Below is the established communication plan for the Contract, which outlines how TRS and Contractor will communicate throughout the Term of the Contract concerning performance of Services. Contractor will communicate via email and phone with the following TRS staff:

· Contract Manager

Day-to-day activities will be coordinated via email by the IMD Talent Management Head of Talent Development and Contractor’s Account Representative. Any escalation will go to the Chief Talent Management Officer and Contractor’s Account Representative. On a calendar quarter basis, Contractor’s Account Representative shall meet with the IMD Talent Management Head of Talent Development and/or IMD Talent Management Learning & Development Coordinator to discuss completed, ongoing, and upcoming projects. These meetings can be either in person or via video conference call. More frequent meetings may be required, if either TRS or Contractor deems them necessary to ensure a project’s successful completion.

K. Contractor Staffing

TRS reserves the right to request that Contractor replace any Contractor employee whom TRS judges to be incompetent, careless, unsuitable, or otherwise objectionable or whose continued use is deemed contrary to the best interests of the State and TRS. Upon receipt of a formal written request from TRS’ Primary Contact, Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform the services required by the Contract, subject to the approval of TRS.

Contractor may not use a subcontractor on this Contract without first receiving written approval from TRS regarding the proposed subcontractor. If Contractor must submit a HSP and the proposed subcontractor is not listed on the HSP, an amendment of the HSP will be required. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been added to the HSP.

As set forth in TRS’ Background Check policy, a criminal background check (“CBC”) of Contractor’s staff is required if, at any time during the life of the Contract, the staff assigned to work on the Contract meets any or all the criteria listed below:

Further, a CBC may be required depending on the level of access to TRS resources and facilities required to perform Services. The CBC will be performed by TRS and Contractor is required to reimburse TRS for the cost of the CBC within 30 days of receipt of notification that the background check is complete.

L. Performance Tracking

TRS may consider Contractor performance during the life of the Contract. At the end of each Term and before a renewal option is exercised, TRS will provide written feedback to Contractor on Contractor’s performance. TRS reserves the right of non-renewal or early termination of the Contract for substandard performance. TRS reserves the right to publish and distribute results of performance reviews or other quality or compliance reviews in accordance with section 20.509 of title 34 of the Texas Administrative Code. If substantial deficiencies are identified by TRS regarding Contractor performance or competence in the delivery of Services, TRS may require corrective action to correct the deficiencies.

TRS will monitor Contractor’s performance and may use the results of this monitoring to evaluate Contractor’s ability to provide adequate services to TRS in this contract or future contracts. Enhanced monitoring procedures will be triggered at TRS discretion if (i) Contractor accumulates two (2) or more customer satisfaction scores of less than a four (4) on training session/class learning events, (ii) Contractor fails to deliver coaching/training sessions, or (iii) concerns are raised by session/event participants. If Contractor fails to meet Contract goals and expected results, TRS may reduce the scope of or terminate the Contract at no cost or penalty to TRS.

When assessing performance, TRS retains sole authority to determine whether Contractor’s performance under the Contract is adequate. Contractor agrees to the following:

1. Provide all deliverables in accordance with the Contract and agreed due dates and times;

2. Provide TRS with written notice of any known or potential issues with Service performance within 24 hours of Contractor becoming aware of any such issues;

3. Provide TRS with an action plan to resolve any known or potential Service performance issues and status updates as required by TRS

4. Timely respond to TRS staff questions within one (1) to two (2) business days.

5. As appropriate, attend quarterly meetings with IMD Talent Management team representatives.

M. Escalation Plan and Good Faith Negotiations

Contractor shall provide an escalation plan for resolving known or potential Service performance issues that arise during the Contract Term. The plan shall be subject to TRS’ approval and must explain how issues are to be prioritized and resolved and include Contractor’s representatives of increasing authority who have authority to resolve issues. The Parties will attempt in good faith to resolve any claim or controversy arising out of or relating to the execution, interpretation, and performance of Services under the Contract through prompt negotiation between representatives of the Parties who have authority to settle the controversy.

Notices, Representatives, and Records Location

This is a placeholder for the approved and signed document.

The Notices, Representatives, Records Location form is required to be completed by Respondent and will become part of the awarded Contract.

As part of the proposal process, Respondent is required to review the linked document, complete it, and submit it as part of its Proposal.

List of Key Personnel

This is a placeholder for the List of Key Personnel from the awarded vendor’s Proposal.

Please note that the awarded vendor must provide TRS with written notification of any changes to key personnel before changing approved key personnel. All changes must be approved in writing by TRS.

Price Form

Price Form

No additional amount will be paid for any costs or charges incurred by Contractor which are not listed on this price form. Pricing shall be applied to the optional renewal term. Price escalation for such optional renewal term shall not be permitted.

Session/Event

Pricing shall be inclusive of all training costs (e.g., session prices, travel, and expenses, etc.) and considered as fully loaded rates. Reimbursement is limited to direct costs (no indirect costs). All reimbursement requires pre-approval by the IMD Talent Management Head of Talent Development before the cost is incurred.

Insurance Requirements

Insurance Requirements

A. Coverages Required

Contractor shall obtain and maintain throughout the Contract Term the insurance coverages listed below:

1. Workers’ Compensation Insurance:

Coverage to secure the payment of compensation to injured employees as defined in the Texas Worker’s Compensation Act.

2. Employer’s Liability Insurance:

Excess and/or umbrella liability insurance may be combined to meet the following minimum amounts:

· bodily injury, $500,000 per accident;

· disease, $500,000 per employee;

· aggregate policy limit of $1,000,000.

3. Commercial Automobile Liability Insurance:

Coverage in the following minimum amounts for owned, hired, and non-owned vehicles for claims of automobile bodily injury and property damage that may arise in performance of the Contract. Excess and/or umbrella liability insurance may be combined to meet the following minimum amounts:

· $500,000 per person/$1,000,000 per occurrence for bodily injury; and

· $500,000 per occurrence for property damage; or

· $1,000,000 per occurrence, if the policy is issued for combined bodily injury and property damage.

4. Professional Liability Insurance:

Coverage for financial loss resulting from errors, omissions, and failure to perform professional services associated with the Contract. Coverage can be in the form of claims made or per occurrence policy.

· $1,000,000 per occurrence and $2,000,000 in the aggregate; or

· $2,000,000 Combined Single Limit (“CSL”), if “claims made” policy.

5. Professional Malpractice/Managed Care Insurance:

Coverage for financial loss resulting from errors, omissions, and failure to perform professional services associated with the Contract. Coverage can be in the form of claims made or per occurrence policy.

· $1,000,000 per occurrence and $2,000,000 in the aggregate; or

· $2,000,000 CSL if “claims made” policy.

B. Policies

Contractor shall procure and maintain at Contractor’s own expense throughout the term of the Contract and any renewals or extensions thereof sufficient insurance coverage as may now or hereafter be necessary to insure against any claim(s) for damages based on a violation of law or arising out of Services provided or to be provided under the Contract. Such coverage and limits shall not reduce Contractor’s total liability under the Contract. To this end, Contractor shall comply with the following provisions:

· all required insurance policies shall be issued by companies authorized to do business under the laws of the state of Texas who are licensed, eligible, and registered under Texas law with a rating of A- or better in a financial size category of IV or higher according to A.M. Best Company.

· Contractor shall furnish to TRS evidence of all required insurance validated by a certificate of insurance. Evidence of insurance shall display TRS as certificate holder.

1. Renewal Certificates

A TRS-specific contract number associated with the Contract will be provided to Contractor at the time of contracting. Contractor shall ensure that renewal certificates of insurance:

· display the associated contract number in the description of operations section of the certificate

· display required endorsements in the description of operations section of the certificate

· be electronically submitted via PAVES

· list only the TRS-specific Contract number in the subject line of the e-mail

· be furnished not more than 30 days following expiration of current policies

· display TRS as certificate holder

2. Notices of Change

Contractor’s insurance policies must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation or material change, other than for non-payment, at least 30 days in advance. Contractor’s insurance policy must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation or material change due to non-payment at least 10 days in advance. Notices of changes must reference the TRS Contract number, be made in writing, and sent by certified mail to Contract Manager at the address shown in the Contract.

3. Insurance Certificate

Contractor shall provide TRS with evidence of required insurance coverage. The different coverage requirements listed in section A, Coverages Required, cannot be added together to meet aggregate requirements listed. Contractor shall submit certificates to TRS no later than 10 days after Contract award or as directed by Special Terms and Conditions, if applicable. Certificates must bear the Contract number. If Contractor changes insurers, Contractor shall give TRS a new certificate of insurance within 10 days. The certificate of insurance shall set out any deductible or self-insured retention amounts for each coverage required.

4. Required Additional Provisions

All required insurance policies shall:

· include a waiver of subrogation provision in favor of TRS, its trustees, and employees for bodily injury (including death), property damage, or any other loss arising from performance of Services; and

· be primary insurance with respect to TRS, its trustees, and employees.

Historically Underutilized Business (HUB) Requirements

HUB Subcontracting Plan Information

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code Section 20.285, this contract requires an approved Historically Underutilized Business (HUB) Subcontracting Plan (HSP).

If the Contractor determines a need to subcontract for any services, materials, and/or supplies to a subcontractor that is not on the approved HSP, the Contractor must contact TRS for prior approval and request a review of a revised HSP in accordance with the good faith effort requirements found in 34 Texas Administrative Code Section 20.14. The Contractor may not utilize a subcontractor without prior written approval from TRS.

A completed and signed monthly Progress Assessment Report (PAR) form is required. TRS will create a deliverable notice in the TRS Procurement and Vendor E-System (PAVES). The Contractor will be required to submit the monthly PAR forms via PAVES no later than the last day of the month for the life of the contract.

Sample Contract - HUB Progress Assessment Report (PAR) Form

This Contract requires a completed and approved monthly Progress Assessment Report (PAR) form. The Contractor is required to ensure all subcontractors are reported on an approved HUB Subcontracting Plan (HSP) before a subcontractor can perform any work associated with this Contract.

Release of Claims (to be returned with final invoice)

This is a placeholder for the document.

The Release of Claims is required to be signed by Contractor and submitted with the final invoice. It will become part of the awarded Contract.

Respondents are required to review the linked document as part of the proposal process.

Third-Party Assessment Form

This is a placeholder for the approved and signed document.

A Third-Party Assessment is required to be signed by Contractor and will become part of the awarded contract.

As part of the proposal process, Respondents are required to review the linked document, complete it, and submit it as part of their Proposals.

Contractor will be required to inform TRS of any changes that may affect the answers to this assessment during the life of the Contract. In addition, Contractor may be required to complete additional assessments during the life of the Contract.

TRS Non-TRS Worker Policy

This is a placeholder for this policy.

This Contract will require that Contractor follow TRS’ Non-TRS Worker Policy. Respondents are required to acknowledge receipt and review of the policy as part of submitting their Proposals.

TRS Confidentiality Policy

This Contract requires Contractor to follow TRS’ Confidentiality Policy. Respondents are required to acknowledge receipt and review of the policy as part of submitting their Proposals.

TRS Allowable Travel Expense Policy

Respondents are required to acknowledge receipt and review of the policy as part of submitting their Proposals.

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