ESBD_484609_1769135501109_IFB #455-26-1021 - Python Certification Courses.pdf

Procurement and Contract Management Sole Source IFB(Invitation For Informal and Formal Bids)

Bid No. 455-26-1021

Issue Date: January 22, 2026

Response Due Date: February 5, 2026, by 2:00 PM CT

Respond to:

Name and Title: Sonya Patterson, Contract Manager Telephone: 512-463-6813 E-mail : Sonya.Patterson@rrc.texas.gov

Calendar of Events Date

Issuance of Sole Source IFB January 22, 2026

Deadline for Submission of Written Inquiries (no later than 2:00PM CT) January 26, 2026

Response to Written Inquiries, if any (Addenda posted to ESBD) January 29, 2026

Due Date (no later than 2:00PM CT) February 5, 2026

Award Date (estimated only) February 11, 2026

Vendor Instructions:

Vendors shall submit their best pricing for products and services as outlined in this document. Quotes must remain good for 30 days.

Services may not be substituted unless otherwise specified. All associated charges related to the services and/or equipment delivery must be provided on this form. For any questions, contact the Procurement/Contract staff listed above. NOTE: (1) Late responses will not be considered, (2) award(s) will be made in the best interest of the State, (3) vendors must specify if quoting all or none and (4) must state whether taking exceptions to the attached RRC Terms and Conditions.

The vendor’s authorized agent must sign below. By signing this document, the bidder acknowledges that all information contained in the document is true and correct and that bidder agrees to comply with all terms and conditions. Failure to sign will disqualify this bid. By signing this bid, bidder certifies that if a Texas address is shown as the address of the bidder, bidder qualifies as a Texas Bidder as defined in 34 TAC Rule §20.282. (Form must be signed; failure to sign will disqualify response.)

Texas Vendor Identification No. (or Federal Employer’s ID):

Name of Business:

Street Address:

City-State-Zip Code:

Telephone Number:

E-Mail Address:

Print Name:

Signature Title Date

IFB 101424

Line Item No.

Class & Item Description Qty UOM Unit Price

Extension

– Total

Cost

In accordance with applicable provisions of the Texas Gov't Code Chapter §§ 2054.519, 2256, 2156, The Railroad Commission of Texas (RRC) extends this Sole Source IFB to

Total

75 Course Enrollments per year

IFB 101424 2

Cornell University to submit a response detailing the entity's qualifications to provide services to The Railroad Commission of Texas (RRC). “These specifications are being advertised under Section 2155.067 of the Texas Government Code. Only bids on items conforming exactly to these specifications, which include proposing only the brand name(s), make and model number(s) specified, will be considered in determining an award. The Training and Development Division is soliciting proposals for online Python courses to assist the RRC students in achieving Python Certifications.

(See Appendix A, Scope of Services, below for additional details.)

RRC Terms and Conditions are attached and shall apply (See Appendix B, RRC Terms and Conditions)

924-40 External Education/eCornell shall provide all labor, materials, equipment, tools, incidentals, and services necessary to deliver all RRC Python Certification course training.

External Education/eCornell shall provide certificate(s) of completion to all RRC students who attend and complete all assigned training for Python Certification courses.

External Education/eCornell should be recognized by one of these Public Institutions of Higher Education Accrediting Organizations.

•Accrediting Commission for Community and Junior Colleges

(ACCJC);

•Higher Learning Commission (HLC);

•Middle States Commission on Higher Education (MSCHE);

•New England Commission of Higher Education (NECHE);

•Northwest Commission of Colleges and Universities

(NWCCU);

•Southern Association of Colleges and Schools Commission on Colleges (SACSCOC); or •Western Association of Schools and Colleges (WASC) Senior College and University Commission.

All work under the Contract shall be performed in accordance with applicable federal, state, and local statutes, laws, ordinances, regulations, and rules, including applicable RRC Rules, the specifications as described in this bid document issued under the Contract, and all terms and conditions of the Contract shall apply.

The RRC is soliciting a quote for experienced instructors for a Professional Certificate Program in Python for RRC employees.

RRC is requesting a quote for all Python certificate programs courses to facilitate seventy-five (75) online course enrollments per year, totaling 300 course enrollments.

The broad topics available under this agreement must include all the following study areas and courses offered in each study area listed in Appendix A Scope of Services.

Deadline for Submission of Written Inquiries (no later than, Monday, January 26, 2026, at 2:00 PM CT).

IFB 101424 3

Responses to written Inquires, if any (Addendum posted to ESBD) shall be posted Thursday, January 29, 2026.

Responses are due Thursday, February 5, 2026, by 2:00 PM.

Responses shall be submitted utilizing this Sole Source IFB solicitation document and must be signed by an authorized company representative to be deemed responsive.

Emailed Responses for this Sole Source IFB will be accepted.

Email Responses to: Sonya.Patterson@rrc.texas.gov Emailed Responses must reference the Sole Source IFB # in the subject line of your email

Vendor Experience and Minimum Qualifications

To be eligible for consideration of contract award, eCornell must meet all minimum qualification requirements as outlined in the Solicitation and Contract Documents, including requirements stated within any part of this Sole Source IFB and/or the Statement of Services (SOS), if applicable. A Response must clearly demonstrate eCornell meets the following minimum qualifications:

• Proficient in Python Certifications

• Demonstrated ability to provide training virtually.

•Ability to supply all required materials, including presentation content, participant guides, assessments, and completion certificates.

•Evidence of having provided similar training services to government agencies, higher education, or corporate organizations within the past three (3) years.

•Availability of a dedicated project coordinator to handle scheduling, communication, attendance records, and reporting.

•Ability to tailor courses to meet agency-specific requirements, audience skill levels, and desired learning outcomes.

•Capability to provide attendance tracking, post-training evaluations, and performance metrics upon request.

•Instructors must possess a minimum of three (3) years of teaching, training, or facilitation experience.

•Ability to deliver content using best practices, interactive learning methods, and practical exercises.

•Instructors must be able to communicate concepts clearly and effectively to participants with varying levels of knowledge.

External Education/eCornell must submit the following documents and the External Education/eCornell Proposal •Classroom Training Material for RRC review •Sample Certificate of Completion for RRC review

Email responses to Sonya.Patterson@rrc.texas.gov Please reference the Bid # in the subject line of your bid.

mailto:Sonya.Patterson@rrc.texas.gov mailto:Sonya.Patterson@rrc.texas.gov

IFB 101424 4

Check below if preference claimed under Pursuant to 34 TAC §20.306 Vendor claims the preference(s) checked below:

□ Goods produced or offered by a Texas bidder that is owned by a

Texas resident service-disabled veteran

□ Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Agricultural products grown in Texas

□ Agricultural products offered by a Texas bidder

□ Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

□ Services offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

□ Texas Vegetation Native to the Region

□ USA produced supplies, materials or equipment

□ Products of persons with mental or physical disabilities

□ Products made of recycled, remanufactured, or environmentally sensitive materials, including recycled steel

□ Energy Efficient Products

□ Rubberized asphalt paving material

□ Recycled motor oil and lubricants

□ Products produced at facilities located on formerly contaminated property

□ Products and services from economically depressed or blighted areas

□ Vendors that meet or exceed air quality standards

□ Recycled or Reused Computer Equipment of Other

Manufacturers

□ Foods of Higher Nutritional Value.

VetHUB Statement Bidder must answer the following questions and submit a VetHUB Subcontracting Plan (HSP) with your response:

If an award is issued, do you plan to utilize a subcontractor or supplier for any portion of the contract? ____ Yes ____ No.

If yes, what percentage of the total award would be subcontracted or supplied by VetHUBs? ______%

If you will be subcontracting any portion of the work of this contract with a State of Texas VetHUB certified vendor, please identify the subcontractor’s contact information and FEIN below (or attached an additional sheet if needed):

Work to be subcontracted:

Subcontractor Name:

FEIN:

Address:

Phone/Fax:______________________________________________

Email:

If no, explain below, or on a separate document, why no subcontracting opportunities are available or what efforts were made to subcontract part of this project.

Are you certified as a Texas VetHUB? ______ Yes ______ No

IFB 101424 5

APPENDIX A

SCOPE OF SERVICES

A. General Information

In accordance with applicable provisions of the Texas Government Code Chapter 2155 & 2156, the Railroad Commission of Texas (RRC) extends this Sole Source IFB to qualified entities to submit a response detailing the entity's qualifications to provide services to the Railroad Commission's employees.

B. Scope of Services (SOS)

External Education/eCornell shall be required to present, provide, and perform the following services, instructional training, and training materials:

Data Science & Analytics Technology Programs, including Python and Cybersecurity

The specific Python Certificate Program course list includes the following:

1. Python Certificate Programs: Python for Data Science, Python Programming, Python 360, and Natural Language Processing with Python. The specific courses are as follows:

•Analyzing and Visualizing Data with Python •Auditing Datasets •Building Predictive Machine Learning Models •Classifying Documents with Supervised Machine Learning •Controlling Program Flow •Constructing Expressions in Python •Creating Data Arrays and Tables in Python •Developing a Currency Converter •Developing Data Science Applications •Mastering Data Structures •Natural Language Processing Fundamentals •Organizing Data with Python •Python Fundamentals •Querying Relational Databases •Topic Modeling with Unsupervised Machine Learning •Transforming Text into Numeric Vectors •User-Defined Functions in Python •Writing Custom Python Functions, Classes, and Workflows

C. Contract Term

The initial term of the Contract will be from the last party’s signature to December 31, 2026. The Contract may be renewed for three (3) additional one-year renewal terms. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, legislative budget cuts, amendment of the Appropriations Act, state agency consolidations, or any other disruption of current appropriations, provisions of the Termination Article in the Services Contract shall apply.

D. Questions

The sole point of contact for inquiries concerning this solicitation is:

Sonya Patterson Operations Division Tel: (512) 463-6813 sonya.patterson@rrc.texas.gov

Direct all communications relating to this Sole Source IFB to the RRC contact person named above. All other communication between eCornell and RRC agency staff concerning this solicitation is prohibited. In no instance is mailto:sonya.patterson@rrc.texas.gov

IFB 101424 6

eCornell to discuss cost information contained in a response with the RRC point of contact or any other staff prior to response evaluation. Failure to comply with these requirements may result in bid disqualification.

RRC General Terms and Conditions (Appendix B) are attached, and these shall govern the Contract.

APPENDIX B

RAILROAD COMMISSION OF TEXAS

STANDARD TERMS AND CONDITIONS

APPLICABLE TO PURCHASES OF

GOODS AND SERVICES

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As used herein, RRC shall mean the Railroad Commission of Texas, and Vendor shall mean Cornell University as identified in the Domestic Block Course Agreement to which these RRC Standard Terms and Conditions is attached or incorporated within by reference.

The following terms and conditions shall be fully incorporated into and constitute part of any offer by Vendor to RRC and any agreement between RRC and Vendor. Vendor shall comply, and Vendor shall require all Vendor’s subcontractors and sub-vendors (if any) to comply with these terms and conditions.

1. CONTRACT SCOPE:

Vendor shall provide the goods and/or services in accordance with the specifications and terms and conditions of the Domestic Block Course Agreement.

2. NO QUANTITY GUARANTEES:

RRC makes no express or implied guarantees or warranties that any specific quantity or dollar amount of products and related services will be procured except as agreed to within the fully executed Contract.

3. DEFINITIONS:

As used throughout the Contract, the following terms have the meaning set forth below:

A. Compliance Check- an audit of Vendor’s compliance with the Contract may be performed by a third-party auditor, RRC’s internal audit department, RRC’s contract management and/or purchasing staff, or RRC’s authorized designees.

B. Contract - the entire agreement between RRC and Vendor, including all the Contract Documents, into which these Terms and Conditions are incorporated as if fully set forth therein.

C. Contract Documents – includes the fully executed agreement between RRC and Vendor and fully executed amendments thereto (if any), these “Terms and Conditions of the Contract”, specifications, solicitation documents, purchase orders, and any exhibits, appendices, and attachments thereto and incorporated therein through written reference.

D. Day - business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day.

E. Party – individually either RRC or Vendor; collectively, “Parties”.

F. Purchase Order - RRC’s fiscal form or format used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or another authorized instrument.) An RRC Purchase Order may be considered a Contract or one document of a collective set of Contract Documents that comprise a Contract.

G. State- the State of Texas.

H. Term- means the period during which the Contract remains in force and effect. Extension of the

Term shall occur only through written amendment to the Contract, fully executed prior to date of the Contract’s then current Term.

RRC Standard T&C Applicable to

Goods/Services

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4. GENERAL PROVISIONS:

Entire Agreement:

The Contract Documents constitute the entire agreement between RRC and Vendor. No statement, promise, condition, understanding, inducement, or representation, oral or written, expressed or implied, which is not contained in the Contract Documents shall be binding or valid.

Modification of Contract Terms and/or Amendments:

The terms and conditions of the Contract shall govern all transactions between RRC and Vendor under the Contract. The Contract may be amended only upon written agreement between RRC and Vendor; however, the Contract may not be amended in a manner that conflicts with the laws of the United States or of the State of Texas.

Invalid Term or Condition:

1. To the extent any term or condition in the Contract conflicts with any applicable State and/or

United States law or regulation, such Contract term or condition is void and unenforceable.

By executing a contract which contains the conflicting term or condition, RRC makes no representations or warranties regarding the enforceability of such term or condition and RRC does not waive the applicable State and/or United States law or regulation which conflicts with the Contract term or condition.

2. If one or more terms or conditions in the Contract, or the application of any term or condition to a Party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to a Party or circumstance shall remain valid and in full force and effect.

Assignment:

Vendor may not assign the Contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract without the prior written consent of RRC, and any attempted or purported assignment, transfer or delegation thereof without such consent shall be null and void.

Survival:

All applicable guarantees and warranties for products and services delivered under the Contract shall survive the expiration or termination of the Contract. Rights and obligations under this Contract which by their nature should survive, including but not limited to any payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality, and indemnification will remain in effect after termination or expiration hereof.

Governing Law and Venue:

The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in a court of competent jurisdiction, Travis County, Texas. The Parties expressly agree that no provision of the Contract, Exhibits, Appendices, Amendments, or any Purchase Order is in any way intended to constitute a waiver by the State of Texas or by the RRC of any immunities from suit or from liability that the State of Texas or the RRC may have by operation of law. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities available to the State of Texas and the RRC under this Contract or under applicable law does not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

Goods/Services

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Limitation of Authority:

Vendor shall have no authority to act for or on behalf of the State of Texas except as expressly provided for in this Contract; no other authority, power, or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or RRC.

Proof of Financial Stability:

RRC may require Vendor to provide proof of financial stability prior to or at any time during the Contract term.

Vendor Identification:

Vendor shall provide Vendor’s Texas Identification Number (TIN) issued by the Texas Comptroller of Public Accounts prior to Vendor issuing its first invoice to RRC.

5. PRODUCT TERMS AND CONDITIONS:

A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC

Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only):

1. Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and Information Resources specified in 1 TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation.

2. Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide RRC with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act).

B. Warranties:

Notwithstanding any disclaimers in Vendor’s terms and conditions and notwithstanding any other provision of the Contract to the contrary, Vendor warrants and guarantees that all services will meet all specifications of the Contract.

6. CONTRACT FULFILLMENT:

Use of Access Data Prohibited:

If Vendor stores, collects, or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor to implement the Contract and shall not be disseminated to third parties or used for marketing or other purposes unauthorized by RRC.

Orientation Meeting:

At discretion of RRC, an orientation meeting to discuss the content and procedures of the Contract may be required. In the event of such requirement, Vendor agrees to attendance of such meeting.

Orientation meeting may be scheduled at a mutually agreed time and location; RRC reserves the right to schedule such meeting to be held via telephone or teleconference.

7. PRICING, PURCHASE ORDERS, INVOICES, AND PAYMENTS:

All-inclusive Price:

Unless otherwise noted within the Contract Documents, the purchase price to be paid by RRC to Vendor under this Contract shall include all expenses related to Vendor’s delivery of all goods and/or services required under the Contract.

Goods/Services

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Tax-Exempt:

As per Section 151.309, Texas Tax Code, purchased by RRC under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, purchases by RRC under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (j).

Purchase Orders:

As applicable, all RRC Purchase Orders will be placed directly with the Vendor. Accurate Purchase Orders not conflicting with the Contract Documents shall be effective and binding upon Vendor when accepted by Vendor.

Invoices:

1. Invoices shall be submitted by the Vendor directly to RRC and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the RRC to Vendor.

2. Invoices must be timely and accurate. Each invoice must match RRC’s Purchase Order and include any written changes that may apply, as it relates to products, prices, and quantities, as applicable. Invoices must include the RRC’s Purchase Order number or other pertinent information for verification of receipt of the product or services by the RRC.

Payments:

RRC shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments.

8. CONTRACT ADMINISTRATION:

Contract Managers:

RRC and Vendor will each provide a dedicated staff member to support the Contract.

1. State Contract Specialist:

RRC shall provide a Contract Specialist or Purchasing Manager whose duties shall include, but not be limited to, i) advising RRC and Vendor of Vendor’s compliance with the terms and conditions of the Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports submitted by Vendor, if required.

Upon execution of the Contract, RRC shall provide Vendor with written notification of the RRC Contract Specialist’s name and contact information.

2. Vendor Contract Manager:

Vendor shall provide a dedicated Contract Manager or designated point of contact whose duties shall include but not be limited to: i) supporting the management of the Contract, ii) facilitating dispute resolution between Vendor and RRC, and iii) advising RRC of Vendor’s performance under the terms and conditions of the Contract. RRC reserves the right to require a change in Vendor’s then-current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of RRC, adequately serving the needs of the State.

Upon execution of the Contract, Vendor shall provide RRC with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports (if required under the Contract) and receiving RRC’s payment.

Goods/Services

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Records and Audit:

1. 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. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards pertaining to the Contract.

2. Vendor shall maintain adequate records to establish compliance with the Contract until the later of a period of seven (7) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: Vendor’s name, RRC name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, RRC Purchase Order number, contact name, RRC’s complete billing address, HSP reports, and such other documentation as RRC may request.

3. Upon reasonable request of RRC, Vendor shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to the RRC Internal Audit department or RRC Contract Management staff, including the compliance checks designated by the RRC Internal Audit department, RRC Contract Management staff, the State Auditor’s Office, and of the United States, and such other persons or entities designated by RRC for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor shall provide copies and printouts requested by RRC without charge. RRC shall provide Vendor ten (10) business days’ notice prior to inspecting, Compliance Checking, and/or copying Vendor’s records.

Vendor’s records, whether paper or electronic, shall be made available during regular office hours. Vendor personnel familiar with the Vendor’s books and records shall be available to the RRC Internal Audit department, RRC Contract Management staff, and/or designees as needed. Vendor shall provide adequate office space to RRC staff during the performance of Compliance Checks. If Vendor is found to be responsible for inaccurate reports, RRC may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt.

9. VENDOR RESPONSIBILITIES:

Indemnification:

1. General:

VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF

TEXAS AND RRC, 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 NEGLIGENT 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 ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT.

THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE

Goods/Services

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TEXAS 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 TEXAS ATTORNEY GENERAL. VENDOR AND THE RRC AGREE

TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

THIS GENERAL INDEMNIFICATION SECTION IS NOT INTENDED TO AND SHALL

NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD

HARMLESS THE STATE OF TEXAS OR RRC FOR ANY CLAIMS OR LIABILITIES

RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE RRC OR ITS

EMPLOYEES.

For avoidance of doubt, RRC shall not indemnify Vendor or any other entity under this Contract.

2) Infringement: Patent, Trademark, Copyright, and Other Intellectual Property:

C. Claims.

VENDOR SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS THE STATE OF

TEXAS AND RRC 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 BY VENDOR; AND/OR (3) THE STATE’S OR RRC’S USE OF OR

ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO

THE RRC BY VENDOR OR OTHERWISE TO WHICH THE STATE OF TEXAS

AND/OR RRC HAS ACCESS AS A RESULT OF VENDOR’S PERFORMANCE UNDER

THIS CONTRACT. VENDOR AND THE STATE OF TEXAS AND/OR RRC AGREE TO

FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDIUNG

ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH

THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG)WHEN THE STATE OF

TEXAS AND/OR THE RRC ARE/IS NAMED AS A DEFENDANT IN ANY LAWSUIT,

AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE WRITTEN CONCURRENCE FROM THE OAG. IN ADDITION,

VENDOR SHALL REIMBURSE THE STATE OF TEXAS AND THE RRC FOR ANY

CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES, JUDGMENTS, OR ANY OTHER

AMOUNTS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COURT

COSTS, ARISING FROM ANY SUCH CLAIM. IF RRC DETERMINES THAT A

CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF VENDOR OR IF

RRC IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, RRC

WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND VENDOR WILL PAY

ALL REASONABLE COSTS OF RRC’S COUNSEL. VENDOR REPRESENTS THAT IT

HAS DETERMINED WHAT LICENSES, PATENTS, AND PERMITS, IF ANY, ARE

REQUIRED UNDER THIS CONTRACT AND HAS ACQUIRED ALL SUCH LICENSES,

PATENTS, AND PERMITS.

Goods/Services

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D. Notice.

If Vendor becomes aware of an actual or potential claim, or RRC provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against RRC, shall), at Vendor’s sole option and expense; (i) procure for RRC the right to continue to use the affected portion of Vendor’s goods and/or services, or (ii) modify or replace the affected portion of Vendor’s goods and/or services with functionally equivalent or superior product or service so that RRC’s use is non-infringing.

E. Limitations.

Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of Vendor’s goods and/or services for a purpose or in a manner for which Vendor’s goods and/or services were not designed, (ii) any modification made to Vendor’s goods and/or services without Vendor’s written approval, (iii) any modifications made to Vendor’s goods and/or services by Vendor pursuant to RRC’s specific instructions,

(iv) any intellectual property right owned by or licensed to RRC, or (v) any use of Vendor’s goods and/or services by RRC that is not in conformity with the terms of any applicable license agreement.

Independent Contractor:

VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS

CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE CAPACITY OF AN

INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE

STATE OF TEXAS OR THE RRC. Vendor’s employees are not and shall not be construed as employees or agents of the State of Texas or RRC. Subject only to the terms of this Contract, Vendor shall have the sole right to supervise, manage, operate, control, and direct performance of its duties under this Contract. Nothing contained in the Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for RRC whatsoever with respect to the indebtedness, liabilities, and obligations of Vendor or any other party.

Taxes/Worker’s Compensation/Unemployment Insurance:

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 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. THE RRC

AND/OR THE STATE 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 RRC.

2. VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS RRC, THE STATE OF

TEXAS 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

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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

FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY

GENERAL. VENDOR AND THE RRC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

Legal Obligations:

Vendor shall procure and maintain for the duration of the Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification, or certification required by statute, ordinance, law, or regulation to be held by Vendor to provide the goods or services required by the Contract. Vendor will be responsible to pay all taxes, assessments, fees, premiums, permits, and licenses required by law. Vendor shall be responsible for payment of any such government obligations not paid by its subcontractors during performance of Contract.

Federal, State, and Local Requirements:

Vendor shall demonstrate compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2s to common law employees. Vendor is solely responsible for both federal and State unemployment insurance coverage and standard Worker’s Compensation Insurance coverage. Vendor shall comply with all federal and State tax laws and withholding requirements. The State of Texas shall not be liable to Vendor or its employees for any unemployment or workers’ compensation coverage, or federal or State withholding requirements. Vendor shall indemnify the State of Texas and RRC and shall pay all costs, penalties, or losses resulting from Vendor’s omission or breach of this section.

Ability to Conduct Business in Texas:

Vendor shall be authorized and validly existing under the laws of its state of organization and shall be authorized to do business in the State of Texas.

Equal Opportunity Compliance:

Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority.

Use of Subcontractors:

If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State’s Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract.

Vendor shall remain solely responsible for the performance of its obligations under the Contract.

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Responsibility for Actions:

1. Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of RRC or the State.

2. Vendor, for itself and on behalf of its subcontractors, shall report to RRC promptly any changes to the disclosures, certifications, representations, and warranties within the Contract Documents, including but not limited to those within section 10 of this Exhibit A-Terms and Conditions of the Contract. Vendor covenants to fully cooperate with RRC to update and amend the Contract to accurately disclose employment of current or former State employees and their relatives and/or the status of conflicts of interest.

3. Vendor agrees to fully cooperate with RRC in the execution of any Contract amendments necessary to effectuate compliance with laws of the State of Texas when such laws require RRC to include additional language in the Contract. During the term of the Contract and any extensions thereof, RRC reserves the right to request amendments or modifications to the Contract when RRC determines such action to be in the best interests of the State of Texas and/or RRC and for compliance with all applicable state and federal laws, regulations, requirements, and guidelines.

4. If Vendor employs subcontractors on a project funded by federal or state financial assistance (e.g. grants or cooperative agreements), Vendor shall establish reasonable oversight. Vendor shall oversee subcontractor compliance with and enforcement of any financial assistance terms and conditions incorporated into the Contract and applicable to subcontractors. In the event a subcontractor defaults on any applicable term and condition described in this paragraph, Vendor shall be responsible for notifying RRC, returning the subcontractor to compliance if possible, and remedying the deficiency. A material breach by a subcontractor of the applicable terms of any financial assistance shall be considered a material breach of contract by Vendor.

Confidentiality:

1. Vendor acknowledges that RRC is a government agency subject to the Texas Public Information Act. Vendor also acknowledges that RRC is a government agency that will comply with the Public Information Act and with all opinions of the Texas Attorney General’s office concerning this Act.

2. Information, documentation, and other material in connection with the Contract may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the “Public Information Act”). In accordance with Texas Government Code §2252.907, Vendor is required to make any information created or exchanged with the State pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State.

Specific formats acceptable to RRC include MS Word®, MS Excel®, and *.pdf.

3. Under the terms of the Contract, RRC may provide Vendor with information related to RRC.

Vendor shall not re-sell or otherwise distribute or release RRC information to any party in any manner.

Security of Premises, Equipment, Data and Personnel:

Vendor may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and/or materials (collectively referred to as “Data”) belonging to the RRC. Vendor shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and

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Background and/or Criminal History Investigation:

By signature to the Contract, Vendor agrees and consents that prior to commencement of any services, background and/or criminal history investigation of the Vendor’s employees and subcontractors who will be physically present at an RRC facility and providing services to the RRC under the Contract may be performed by RRC. Should any employee or subcontractor of the Vendor who will be providing services to the RRC under the Contract not be acceptable to the RRC because of results from the background and/or criminal history check, then RRC may immediately terminate the Contract or request replacement of the employee or subcontractor in question.

Limitation of Liability:

For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor’s liability for damages of any kind to the RRC shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor’s liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation.

Overcharges:

Vendor hereby assigns to RRC all its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq.

Antitrust Affirmation:

Respondent represents and warrants that, in accordance with Section 2155.005 of the Texas Government Code, neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent, or anyone acting for such a firm, corporation or institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or (2) communicated directly or indirectly the contents of this Response to any competitor or any other person engaged in the same line of business as Respondent.

Required Insurance Coverage:

As a condition of this Contract with RRC, Vendor shall provide the listed insurance coverage within five (5) business days of execution of the Contract if the Vendor is awarded services which require that Vendor’s employees perform work at any RRC premises and/or use employer vehicles to conduct work on behalf of RRC. Vendor may not begin performance under the Contract until such proof of insurance coverage is provided to, and approved by, RRC.

1. All required insurance must be issued by companies that have both a financial strength rating of A or better and a financial size category class of VII or better by A.M. Best, licensed in the State of Texas, and authorized to provide the corresponding coverage.

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2. Policies shall be provided on a form approved by the Texas Department of Insurance and be satisfactory to the RRC.

3. Required policies and coverages must be written on a primary and non-contributory basis with any other insurance coverage Vendor currently has in place, include a Waiver of Subrogation endorsement, and provide 30-day Notice of Cancellation, non-renewal, or reduction in coverage.

4. All certificates of insurance except Worker’s Compensation shall name the State of Texas and the Railroad Commission of Texas as Additional Insureds.

5. Failure to obtain, maintain, and/or renew the required insurance shall constitute a material breach of and default under this Contract. If Vendor fails to remedy such breach within five

(5) business days after notice by the RRC, Vendor will be liable for all costs, liabilities, damages and penalties resulting to the State of Texas and the RRC from such breach, unless a written waiver of the specific insurance requirement(s) is provided to the Vendor by the RRC.

In the event of any failure by Vendor to comply with the provisions of this Contract, the RRC may, without compromising or waiving any right or remedy at law or in equity, on notice to the Vendor, purchase such insurance, at the Vendor’s expense, provided that the RRC shall have no obligation to do so and if the RRC shall do so, Vendor shall not be relieved of or excused from the obligation to obtain and maintain such insurance amounts and coverages.

6. Required coverage must remain in effect through the full term of the Contract. The minimum acceptable insurance provisions are as follows:

Table 1:Minimum Acceptable Insurance Provisions

Use of State Property:

Vendor is prohibited from using the RRC’s equipment, the RRC’s location, or any other resources of the RRC or the State for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State long distance services. Any charges incurred by Vendor using the RRC’s equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the RRC immediately upon demand by the RRC. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to RRC and RRC under the contract and applicable law.

Type of Insurance Each Occurrence/Aggregate Worker’s Compensation Statutory limits

Pursuant to Texas Labor Code §§406.096(a) and 406.096(b)

Employer’s Liability Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease

$1,000,000 Each Accident $1,000,000 Each Employee $1,000,000 Policy Limit

Commercial General Liability (occurrence based) Includes liability arising out of all locations and operations of Vendor, including but not limited to liability assumed under this Contract (including the tort liability of another assumed in a business contract).

Defense shall be provided as an additional benefit and not included within the limits of liability.

Bodily Injury and Property Damage $1,000,000 Each Occurrence Limit $2,000,000 Aggregate Limit $5,000 Medical Expense each person $2,000,000 Products/Completed Operations

Aggregate Limit $1,000,000 Personal Injury and Advertising Liability

Automobile Liability. Any Auto coverage required $1,000,000 Combined Single Limit (for each accident)

Other. (Example: Umbrella, Prof. Liability) $$$$,$$$,$$$ Each/Limit type (as applicable)

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Immigration:

The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under this Contract.

Vendor shall require its subcontractors to comply with the requirements of this section, and Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto.

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

By entering into this Contract, the Vendor…