ESBD_516615_1778878747252_Attachment 01-VR OE T&Cs (12-18-2025).pdf

VR OE T&Cs (12-18-2025)

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Attachment 1

Texas Workforce Commission (TWC) – OE Terms & Conditions

By responding to the solicitation, or fulfilling the contract, procurement, or service authorization (SA) the Vendor agrees to the terms and conditions below, which apply to and become a part of every Texas Workforce

Commission (TWC) purchase. Only mutual written exceptions will be valid.

References to IFB/RFO/RFP/OE/Proposal equates to “Service Authorization” or

“Contract” and “Bidder/ Offeror/Proposer/Respondent/Contractor” equates to

“Vendor.” Any specification in the solicitation or subsequent contract that conflicts with these standard terms and conditions takes precedence. All references to “days” shall be calendar days unless specified otherwise.

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

Vendor’s solicitation response will not be considered unless the

Vendor specifically refers to them on the face of the first page of its response.

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

The applicability of a number of the terms and conditions below are contingent on the services and products being considered in the solicitation, contract, PO, SA, or procurement. Those terms and conditions will be noted “(As applicable to the services/products)”.

1. SOLICITATION RESPONSE REQUIREMENTS (As applicable to the services/products.)

1.1. Written Specifications: TWC will not be bound by any oral statement or representation contrary to the written specifications

OE for ILS-OIB 3202600157 contained in the solicitation.

1.2. Incomplete Responses: Late, illegible, incomplete and/or unsigned responses may be deemed non-responsive and may not be considered.

1.3. Tax Exempt: Purchases made for State use are exempt from the State Sales tax and Federal Excise tax. Do not include tax in bid. Excise Tax Exemption Certificates are available upon request.

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

2. GENERAL CONDITIONS

2.1. Damage to Grounds and Buildings (As applicable to the

services/products): Vendor shall be financially responsible for any or all damage done by its employees, agents and subcontractors to TWC grounds and buildings. Vendor is responsible for the removal of all debris resulting from work performed under the contract.

2.2. Texas Public Information Act:

2.2.1 Information, documentation, and other material in

connection with this solicitation or any resulting contract may be subject to public disclosure pursuant to Texas

Government Code, Chapter 552 (Public Information Act).

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2.2.2 All information submitted in response to the solicitation is subject to public disclosure pursuant to the Public

Information Act. In the event of a request for information pertaining to the solicitation, TWC will comply with the provisions of the Public Information Act to protect the interests of the State of Texas. The Public Information Act allows the public to have access to information in the possession of a governmental body. Therefore, Vendor must clearly identify any confidential or proprietary information on the page on which it appears in the solicitation response and reference the specific exception to disclosure in the

Public Information Act that applies. Proprietary information identified by Vendor in advance will be kept confidential to the extent permitted by state law. Any information not clearly identified as confidential or proprietary shall be deemed to be subject to disclosure pursuant to the Public

Information Act.

2.2.3 All information, documentation, and other material in

connection with the solicitation or any resulting contract will be retained by TWC for the period specified in the Records

Retention Schedule created under Texas Government Code, Chapter 441. The information will not be returned to Vendor who submitted it during the retention period.

2.2.4 Pursuant to Texas Government Code § 2252.907, Vendor

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

Information Act, available in a format that is accessible by

OE for ILS-OIB 3202600157 the public at no additional charge to TWC.

2.3. Award of Contract (As applicable to the services/products):

2.3.1 Responding to a solicitation is an offer to contract with the

State based upon the terms, conditions, and specifications contained in the solicitation. Submitted responses do not become contracts unless and until they are accepted, and an award is made by TWC Procurement and HUB-Services and a PO or a fully executed contract is issued to the

Vendor.

2.3.2 Either party may provide written notice to the other party of a change of address of the party or to change the contact name and information. Amendments shall be in writing and signed by both parties.

2.3.3 If the solicitation leading to a contract allows non-

competitive renewal, renewal will be based on TWC's determination that the Vendor is in compliance with all terms of the contract, TWC's continuing need for the services, and available funding.

2.4. Vendor Assignments: No assignment is permitted by the

Vendor without prior written consent of TWC. Any written request for assignment must be accompanied by written acceptance of the assignment by the assignee. Except where otherwise agreed in writing by TWC, assignment will not release Vendor from its obligations pursuant to the contract. TWC will comply with the provisions of Texas Government Code §2262.056, when applicable, by providing notice to the Legislative Budget Board of a proposed assignment prior to approval of the assignment.

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Contracted Vendors under a TWC Vocational Rehabilitation contract will notify TWC at least sixty (60) days before the intended effective date of any change in legal entity status, such as a change in ownership or control, name, legal status with the

Texas Secretary of State, or Texas Identification Number issued by the Texas Comptroller of Public Accounts.

2.5. INDEMNIFICATION:

2.5.1 ACTS OR OMISSIONS: VENDOR SHALL INDEMNIFY AND

HOLD HARMLESS TWC, AND/OR THEIR OFFICERS, AGENTS,

EMPLOYEES, REPRESENTATIVES, CONTRACTORS,

ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL

LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND

ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES

ARISING OUT OF, OR RESULTING FROM ANY ACTS OR

OMISSIONS OF THE VENDOR OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF

SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE

OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED

UNDER THE CONTRACT. 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 TWC AGREE TO

FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF

ANY SUCH CLAIM. IF CONTRACTOR IS A PHYSICIAN OR

PSYCHIATRIST, THE STATE OF TEXAS SHALL INDEMNIFY

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CONTRACTOR IN ACCORDANCE WITH TEX. CIV. PRACT. &

REM. CODE, CH. 104.

2.5.2 VENDOR SHALL DEFEND, INDEMNIFY, AND HOLD

HARMLESS TWC AND THE STATE OF TEXAS FROM AND

AGAINST ANY AND ALL CLAIMS, VIOLATIONS,

MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT,

TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER

INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER

INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS,

AND/OR IN CONNECTION WITH OR ARISING FROM: (1)

THE PERFORMANCE OR ACTIONS OF VENDOR PURSUANT

TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK

PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE

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

VENDOR’S USE OF OR ACQUISITION OF ANY REQUESTED

SERVICES OR OTHER ITEMS PROVIDED TO TWC BY

VENDOR OR OTHERWISE TO WHICH TWC HAS ACCESS AS

A RESULT OF VENDOR’S PERFORMANCE UNDER THE

CONTRACT. VENDOR AND TWC AGREE TO FURNISH TIMELY

WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF

DEFENSE, INCLUDING ATTORNEYS’ FEES. THE DEFENSE

SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF

THE TEXAS ATTORNEY GENERAL(OAG) WHEN TEXAS STATE

AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND

VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT

FIRST OBTAINING THE CONCURRENCE FROM OAG. IN

ADDITION, VENDOR WILL REIMBURSE TWC AND THE

STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS,

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EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT

LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS,

ARISING FROM ANY SUCH CLAIM. IF TWC DETERMINES

THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND

THOSE OF VENDOR OR IF TWC IS REQUIRED BY

APPLICABLE LAW TO SELECT SEPARATE COUNSEL, TWC

WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND

VENDOR WILL PAY ALL REASONABLE COSTS OF TWC’S

COUNSEL.

2.5.2.1 VENDOR SHALL HAVE NO LIABILITY UNDER THIS

SECTION IF THE ALLEGED INFRINGEMENT IS

CAUSED IN WHOLE OR IN PART BY: (1) USE OF THE

PRODUCT OR SERVICE BY TWC FOR A PURPOSE OR

IN A MANNER FOR WHICH THE PRODUCT OR

SERVICE WAS NOT DESIGNED OR LICENSED, (2)

ANY MODIFICATION MADE BY TWC TO THE

PRODUCT WITHOUT VENDOR’S WRITTEN APPROVAL,

OR (3) ANY INTELLECTUAL PROPERTY RIGHT OWNED

BY OR LICENSED TO TWC.

2.5.2.2 IF VENDOR BECOMES AWARE OF AN ACTUAL OR

POTENTIAL CLAIM, OR TWC PROVIDES VENDOR

WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM,

TWC MAY REQUIRE VENDOR, AT VENDOR’S SOLE

EXPENSE TO (1) PROCURE FOR TWC THE RIGHT TO

CONTINUE TO USE THE AFFECTED PORTION OF THE

PRODUCT OR SERVICE, (2) MODIFY OR REPLACE

THE AFFECTED PORTION OF THE PRODUCT OR

SERVICE WITH FUNCTIONALITY EQUIVALENT OR

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SUPERIOR PRODUCT OR SERVICE SO THAT TWC’S

USE IS NON-INFRINGING, OR (3) ACCEPT RETURN

OF THE INFRINGING PRODUCT OR TERMINATION OF

THE SERVICE AND REFUND ANY AMOUNTS PAID BY

TWC WITH RESPECT TO THE INFRINGING PRODUCT

OR SERVICE.

2.5.3 TAXES/WORKERS’ COMPENSATION/ UNEMPLOYMENT

INSURANCE – INCLUDING INDEMNITY:

2.5.3.1 VENDOR AGREES AND ACKNOWLEDGES THAT

DURING THE EXISTENCE OF THE 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 THE

CONTRACT. VENDOR AGREES TO COMPLY WITH ALL

STATE AND FEDERAL LAWS APPLICABLE TO ANY

SUCH PERSONS, INCLUDING LAWS REGARDING

WAGES, TAXES, INSURANCE, AND WORKERS’

COMPENSATION. TWC SHALL NOT BE LIABLE TO

VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS

FOR THE PAYMENT OF TAXES OR THE PROVISION OF

UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION OR ANY BENEFIT AVAILABLE TO A

STATE EMPLOYEE OR EMPLOYEE OF ANOTHER

GOVERNMENTAL ENTITY CUSTOMER.

2.5.3.2 VENDOR SHALL INDEMNIFY AND HOLD HARMLESS

TWC, AND/OR THEIR EMPLOYEES, AGENTS,

REPRESENTATIVES, CONTRACTORS, AND/OR

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ASSIGNEES FROM ANY AND ALL LIABILITY,

ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

RELATED COSTS, ATTORNEYS’ FEES, AND

EXPENSES, RELATING TO TAX LIABILITY,

UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION IN ITS PERFORMANCE UNDER THE

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 TWC

AGREE TO FURNISH TIMELY WRITTEN NOTICE TO

EACH OTHER OF ANY SUCH CLAIM.

2.6. Vendor Performance: Pursuant to Texas Government Code §§

2155.074, 2155.075, 2156.007, 2157.003 and 2157.125, Vendor performance may be used as a factor in the award.

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

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

OE for ILS-OIB 3202600157 circumstances known by the agency, the agency must document such reasons in the contract file.

Vendor must provide TWC with proof of Force Majeure within ten

(10) business days of Vendor’s failure to perform in accordance with the contract or otherwise waive Vendor’s right to a Force

Majeure defense.

2.8. Dispute Resolution Procedures:

2.8.1 Procurement Disputes: Pursuant to Texas Government

Code, §2155.076, TWC has adopted rules for resolving vendor protests relating to the solicitation, evaluation or award of a contract for goods and/or services. See 40 TAC, Chapter 800, subchapter H. Such protests must be made via email to twcvendor@twc.texas.gov and/or mail and received in the Director of Business Operations’ office within ten (10) business days from the date the protestant knew or should have known of the of the occurrence of the action that is protested, but not later than ten (10) business days of the date of the announcement of the award. The protest must be in writing and contain:(1) the identifying name and number of the Solicitation being protested; (2) identification of the specific statute or regulation that the

Protestant alleges has been violated; (3) a specific description of each act or omission alleged to have violated the statutory or regulatory provision identified above in (2) above; (4) a precise statement of the relevant facts including: (A) sufficient documentation to establish that the protest has been timely filed; and (B) a description of the resulting adverse impact to the Protestant; (5) a statement mailto:twcvendor@twc.texas.gov

OE for ILS-OIB 3202600157 of the argument and authorities that the Protestant offers in support of the protest; (6) an explanation of the action the

Protestant is requesting from the Agency; (7) a statement confirming that copies of the protest have been mailed or delivered to any other Interested Party known to the

Protestant; and (8) the protest must be signed by an authorized representative for the Protestant and the signature notarized. TWC will make available to the protestor all requested documents not exempted from disclosure under Texas and federal law. TWC will provide copies of these documents upon payment of the fees adopted by TWC for record duplication. The Director will issue the final written decision to the protestor. TWC may move forward with a Solicitation or contract award without delay, in spite of a timely filed protest, to protect the best interests of the Agency or the state.

2.8.2 Contract Disputes: Disputes arising under the contract

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

2.9. Debt to the State: Vendor agrees that any payments due under the contract will be applied towards any debt including, but not limited to, delinquent taxes and child support that is owed to the

State of Texas.

2.10. Hold-Over Contract Extension: In the event contract renewal negotiations are not completed prior to the contract expiration date, both parties agree that services shall be provided by the

Vendor and accepted by TWC, subject to all original terms and conditions of the contract, for a period not to exceed ninety (90)

OE for ILS-OIB 3202600157 days following the original contract expiration date. During the hold over extension period, service costs shall be provided at the pro-rated rates, as applicable, in effect immediately prior to expiration of the original contract period and all other terms and conditions shall remain in effect. TWC may terminate such hold over extension period by providing written notice of cancellation not less than ten (10) business days prior to the cancellation date.

2.11. Records Retention: Vendor and any subcontractor shall

maintain and retain all records relating to contract performance including supporting fiscal documents relevant to showing that any payments under the contract were expended in accordance with the laws and regulations of the State of Texas, including, but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor. Vendor shall maintain all such documents and other records relating to the contract and the

State’s property for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later. If Vendor chooses not to preserve contracting information for the retention period required by this section, Vendor agrees to provide at no cost to

TWC all contracting information related to the contract that is in the custody or possession of Vendor or any of its subcontractors.

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

OE for ILS-OIB 3202600157 any subcontractors shall provide TWC with any information that

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

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

General of the United States. (See Section 11 for additional

TWC Monitoring terms and conditions.)

2.13. State Auditor: Pursuant to Texas Government Code §2262.154, the State Auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the contract or indirectly through a subcontract under the contract. The acceptance of funds directly under the contract or indirectly through a subcontract under the contract acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the State Auditor must provide the

State Auditor with access to any information the State Auditor considers relevant to the investigation or audit.

Vendor and any subcontractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all requested information and materials. Vendor’s failure to comply with this Section shall constitute a material breach of contract and shall authorize TWC and the State of Texas to

OE for ILS-OIB 3202600157 immediately assess appropriate damages for such failure.

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

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

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

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

2.15.1 All work products including deliverables, source and object code and documentation, in whole or in part, will be deemed works made for hire of TWC for purposes of copyright law and copyright will belong solely to TWC.

2.15.2 To the extent that any such work product or deliverable does not qualify as a work made for hire under applicable law, and to the extent that the deliverable or work product includes materials subject to copyright, patent, trade secret, or other proprietary right protection, Vendor agrees to assign, and hereby assigns, all right, title, and interest in and to the work products and deliverables, including without limitation all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including

OE for ILS-OIB 3202600157 renewals thereof) to TWC.

2.15.3 Vendor will assist TWC or its nominees (including, but not limited to, the State of Texas) to obtain copyrights, trademarks, or patents for all such work products or deliverables in the United States and any other countries.

Vendor agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign country copyrights and patents, and to transfer to TWC all the right, title, and interest in and to such work products or deliverables. Vendor agrees to not assert any moral rights under applicable copyright law with regard to such work products and deliverables.

2.15.4 Vendor agrees to reproduce and include TWC's copyright and other proprietary notices and product identifications provided by Vendor on such copies, in whole or in part, or on any form of the work products or deliverables.

2.16. License: Pursuant to 2 C.F.R. §200.315, all appropriate State and Federal agencies will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use for State or Federal purposes all materials, deliverables and work products, including software and modifications thereof, and associated documentation designed, developed, or installed with Federal Financial

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

2.17. Governing Law and Venue: The contract shall be governed, OE for ILS-OIB 3202600157 construed, and interpreted under the laws of the state of Texas, without regard to the conflicts of law provisions. Vendor agrees that proper venue for a claim arising under the contract shall be brought in a court of competent jurisdiction in Travis County, Texas.

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

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

2.20. Block Terrorism: TWC and Vendor must adhere to the

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

Commit, Threaten to Commit, or Support Terrorism. This

Executive Order prohibits any transaction or dealing by United

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

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

2.21. No Waiver: Nothing in the contract shall be construed as a waiver of the TWC’s or the State’s sovereign immunity. The contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the TWC or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to TWC or the

State of Texas under the contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

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

2.22. Redacted Electronic Copy: Pursuant to Texas Government

Code § 322.020, no later than two (2) business days after

Vendor’s receipt of notice from TWC, the Vendor must deliver to

TWC an electronic copy of its complete proposal. Vendor shall deliver this electronic copy to TWC via email in compliance with all of the following requirements:

2.22.1 An email containing a copy of Vendor’s response to

solicitation, in searchable Portable Document Format (PDF) format, which has excised, blacked out, or otherwise redacted information from its solicitation response that

Vendor reasonably considers to be confidential and exempt from public disclosure under the Texas Public Information http://www.sam.gov/

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Act, Chapter 552 of the Texas Government Code (this should be a de minimis portion, if any, of Vendor’s solicitation response, such as social security numbers).

The ema i l shall also contain an Appendix for Vendor’s solicitation response which provides a cross reference for the location of all information redacted by Vendor and a general description of the redacted information. The PDF should be entitled “For Public Release: Redacted Version of

[Name of Vendor]’s Proposal and Exhibits. Texas Workforce

Commission’s RFP/RFO/IFB solicitation No. _.”

2.22.2 Per Texas Government Code § 322.020, the Texas

Legislative Budget Board (LBB) has now implemented a major contracts database. TWC shall upload to the LBB’s contracts database the text of the complete contract (with limited redaction and appendix) no later than thirty (30) days after date of contract award. By submitting a response to this solicitation, Vendors acknowledge that they understand and accept this requirement. See the LBB website at http://www.lbb.state.tx.us/.

2.23. Whistleblower Protection: Pursuant to 41 U.S.C. § 4712, Vendors may not discharge, demote, or discriminate against employees for reporting information that employee reasonably believes is evidence of gross mismanagement of a federal grant or contract, gross waste of federal funds, abuse of authority relating to a federal grant or contract, a substantial and specific danger to public health or safety, or a violation of a law, rule, or regulation relating to a federal contract or grant. Employees subject to adverse action in violation of this section may file a http://www.lbb.state.tx.us/

OE for ILS-OIB 3202600157 complaint with the Office of the Inspector General no later than three years from the date of the adverse action. Vendors must provide written notification of these whistleblower protections to employees performing on covered contracts.

2.24. Privacy: Vendor who has access to sensitive personally

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

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

Texas), must safeguard that information.

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

2.24.2 In order to safeguard Sensitive PII, Awarded Vendor must:

2.24.2.1 Collect Sensitive PII only as authorized.

2.24.2.2 Limit the use of Sensitive PII.

2.24.2.3 Minimize the proliferation of Sensitive PII.

2.24.2.4 Secure Sensitive PII both physically and in electronic form.

2.24.2.5 Report suspected privacy incidents within twenty-

four (24) hours to the TWC Contract Manager or, email the TWC Information Security Office at

CISO@twc.texas.gov.

mailto:CISO@twc.texas.gov.

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2.24.2.6 Not transmit or store Sensitive PII in a server or

storage device that is located in a foreign country.

2.24.2.7 Awarded Vendor will not transmit Sensitive PII via

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

2.24.2.8 Failure to follow these requirements will constitute a breach of contract.

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

2.26. Davis-Bacon Act: Vendors on all prime construction contracts in excess of $2,000 must comply with the Davis-Bacon Act (40

U.S.C. §§3141-3148) as supplemented by the Department of

Labor regulations (29 CFR Part 5, “Labor Standards Provisions

Applicable to Contracts Covering Federally Financed and Assisted

Construction.”)

2.27. Environmental Protection (As applicable to

services/products): Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C.

§1251 et seq.).

2.28. Contracting Information Responsibilities: If the contract has

OE for ILS-OIB 3202600157 a stated value equal to or in excess of $1 million or results in the expenditure of an amount equal to or in excess of $1 million in public funds, in accordance with Texas Government Code

§552.372, Vendor agrees to (1) preserve all contracting information related to the contract as provided by the records retention requirement applicable to TWC, (2) promptly provide to TWC any contracting information related to the contract that is in the custody or possession of Vendor on request of TWC, and (3) on termination or expiration of the contract, either provide at no cost to TWC all contracting information related to the contract that is in the custody or possession of Vendor or preserve the contracting information related to the contract as provided by the records retention requirements applicable to

TWC. Except as provided by Texas Government Code

§552.374(c), the requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to the contract and Vendor agrees that the contract may be terminated if Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

2.29. Disaster Recovery Plan (As applicable to the

services/products): Pursuant to 13 Texas Administrative Code

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

2.30. Media Releases: Vendor shall not use TWC’s name, logo, or other likeness in any press release, marketing material, or other announcement without TWC’s or the relevant state agency’s prior written approval. TWC does not endorse any vendor, commodity, or service. Vendor is not authorized to make or

OE for ILS-OIB 3202600157 participate in any media releases or public announcements pertaining to this procurement, the solicitation response or the services to which they relate without the prior written consent of the relevant state agency, and then only in accordance with explicit written instruction from the relevant state agency.

Vendors must obtain written approval from the TWC Contract

Manager not more that fifteen (15) business days and not less than five (5) business days prior to any media release related to the contract.

2.31. Specific Conditions for Disclosing Federal Funding in

Public Announcements: The parties agree that all statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with Federal money, the parties shall clearly state:

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

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

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

2.32. Prohibition of Text Messaging and E-mailing While Driving

During Official Federal Grant Business: The parties and their employees and representatives are prohibited from text messaging while driving a government owned vehicle, or while driving their own privately-owned vehicle during official contract business, or from using government supplied electronic

OE for ILS-OIB 3202600157 equipment to text message or email when driving. The parties must comply with these conditions under Executive Order

13513, "Federal Leadership on Reducing Text Messaging While

Driving," October 1, 2009.

2.33. All work performed and Services provided under the contract shall be performed in the United States.

2.34. Key Personnel Background Check: Upon request by TWC, Vendors must submit criminal background checks on all key personnel assigned to the services related to this solicitation, as authorized by Texas law, and at Vendor expense. Key personnel are defined as personnel whose oversight and guidance are essential to the subject services. TWC may provide any finalist for a contract position a Contractor Criminal History Report

Investigation Request form P33 which Vendor must complete and submit back to TWC as required on the form. To obtain a facility access badge, Vendor must provide TWC with either a completed form P-33 or a recent criminal background check within fifteen (15) days of contract award. If requested, TWC will not issue a Purchase Order until the criminal background check has been completed and passed.

3. REQUIRED CERTIFICATIONS

By responding to this solicitation and accepting the award of a contract or purchase order, Vendor certifies to the following:

3.1 Vendor certifies that all statements and information prepared and submitted in this Proposal are current, complete, true and accurate. Submitting a Proposal with a false statement or material misrepresentations made during the performance of a contract is a

OE for ILS-OIB 3202600157 material breach of contract and may void the submitted Proposal and any resulting contract.

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

3.3 Signatory Authority: By submitting the Proposal, Vendor

certifies that the individual submitting this document and the documents made part of this Proposal is authorized to sign such documents on behalf of Vendor and to bind the Vendor under any contract that may result from the submission of this Proposal.

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

By entering into the contract, Vendor certifies that it utilizes, and will continue to utilize for the term of the contract, the U.S.

Department of Homeland Security’s E-Verify system to determine eligibility of:

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

3.4.2 All persons (including subcontractors) assigned by the

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

3.4.3 Vendor shall provide, upon request of TWC, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three (3) most recent hires that match the criteria above, by Vendor, and Vendor’s subcontractors, as proof that this provision is being followed.

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3.4.4 If this certification is falsely made, the contract may be immediately terminated, at the discretion of TWC and at no fault to TWC, with no prior notification.

Vendor shall also be responsible for the costs of any re-solicitation that TWC must undertake to replace the terminated contract.

3.5 Inducements/Dealings with Public Servants: Pursuant to

Texas Government Code § 2155.003, Vendor affirms it has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted solicitation response.

3.6 Lobbying: Vendor certifies that the Vendor will not and has not used any federally appropriated funds to pay any person or organization for influencing or attempting to influence any officer or employee of any federal agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. §1352. Vendor certifies that it shall disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award by completing and submitting Standard Form LLL. Further, Vendor certifies that no funds provided under the contract will be used in any way to attempt to influence in any manner a member of Congress to favor or oppose any legislation or appropriation by Congress, or for lobbying with State or local legislators.

3.7 Not Ineligible: Vendor certifies that neither the Vendor nor its principals are presently debarred, suspended, proposed for

OE for ILS-OIB 3202600157 debarment, declared ineligible, or excluded from participating in the contract by any state or federal agency.

3.8 Non-Discrimination (see Section 9 for additional

applicable provisions): Vendor certifies that no person will, on the ground of race, color, religion, sex, national origin, age, disability, political affiliation, or religious belief, be excluded from the participation in, be denied the benefits or, be subjected to discrimination under, or be denied employment in the administration of, or in connection with, any program or activity funded in whole or in part with funds available under the contract.

Vendor certifies compliance with the Housing and Urban

Development Act § 3, 12 USC § 1701u, relating to economic opportunities for low and very low-income persons; Titles VI and VII of the Civil Rights Act of 1964 (42 U.S.C. §2000e); the

Rehabilitation Act of 1973 (29 U.S.C. §794, 794d); regulations at 41

C.F.R. Part 60, “Office of Federal contract Compliance Programs, Equal Employment Opportunity Department of Labor”; the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101); and all amendments to each.

3.9 Drug-Free Workplace: Vendor agrees to provide a drug-free workplace in compliance with the Drug- Free Workplace Act of 1988

(41 U.S.C. Chapter 81, Subtitle IV).

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

3.11 Child Support: Vendor is not ineligible to receive the specified grant, loan, or payment under Texas Family Code §231.006

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(relating to child support) and acknowledges that the contract may be terminated, and payment may be withheld if certification is inaccurate. Pursuant to Texas Family Code §231.006(c), Vendor must provide the name and Social Security Number (SSN) of each person with at least 25% ownership of the business. This information must be provided prior to contract award.

3.12 Certain Bids and Contracts Prohibited: Under Texas Government

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

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

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

Response and any resulting contract, neither I nor any representative of the Vendor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;(2) in connection with this Response and any resulting contract, neither I nor any representative of the Vendor have violated any federal antitrust law; and (3) neither I nor any representative of the Vendor have directly or indirectly communicated any of the contents of this

Response to a competitor of the Vendor or any other company, OE for ILS-OIB 3202600157 corporation, firm, partnership, or individual engaged in the same line of business as the Vendor.

3.15 No Compensation: Vendor certifies it has not received

compensation for participation in the preparation of the solicitation.

This section does not prohibit a Vendor or contract participant from providing free technical assistance.

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

3.17 Prior Disaster Relief Contract Violation: Under Texas

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

3.18 Independent Contractor: Vendor or Vendor’s employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing the services under any contract resulting from this solicitation. Vendor and Vendor's employees, representatives, agents and any subcontractors shall not be employees of TWC or the State of Texas. Should Vendor subcontract any of the services required in this solicitation, Vendor expressly understands and acknowledges that in entering into such subcontract(s), TWC or the State of Texas are in no manner liable to any subcontractor(s) of Vendor. In no event shall this

OE for ILS-OIB 3202600157 provisionrelieve Vendor of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this solicitation and any resulting contract.

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

3.20 Restricted Employment for Former State Officers or

Employees Under Texas Government Code §572.069: Vendor certifies that it has not employed and will not employ a former TWC or state officer or employee who participated in a procurement or contract negotiations for TWC or the State of Texas involving Vendor within two (2) years after the state officer or employee left state agency employment or service. This certification only applies to former state officers or employees whose state service or employment ceased on or after September 1, 2015.

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

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

Proprietary School fees and assessments payable to the

State of Texas, to the extent applicable.

3.21.2 Vendor has no outstanding Unemployment Insurance

overpayment balance payable to the State of Texas.

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3.22 Entities that Boycott Israel: In contracts worth $100,000 or more in value, if Vendor is a Company as defined by Texas

Government Code § 808.001 with 10 or more full-time employees, and Vendor is not a sole proprietorship, Vendor certifies that, pursuant to Texas Government Code § 2271.002, Vendor does not boycott Israel and will not boycott Israel during the term of any contract executed with TWC.

3.23 Prohibition on Contracts with Companies Boycotting

Certain Energy Companies, Texas Government Code Chapter

2274: In contracts worth $100,000 or more in value, if Vendor is a

Company with 10 or more full-time employees, Vendor verifies that it does not boycott energy companies as defined in Texas

Government Code, § 2274.001(1) and will not boycott energy companies during the term of the contract.

3.24 Prohibition on Contracts with Companies that

Discriminate Against Firearm and Ammunition Industries, Texas Government Code, Chapter 2274: In contracts worth

$100,000 or more in value, if Vendor is a company with 10 or more full-time employees, Vendor verifies, that it does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association and Vendor will not discriminate against a firearm entity or firearm trade association during the term of the contract.

3.25 Prohibition on Contracts or Other Agreements with

Certain Foreign-Owned Companies in Connection with

Critical Infrastructure in this State, Texas Government Code, Chapter 2274: If the contract involves Vendor accessing critical infrastructure as defined in Texas Government Code, § 2274.0101, OE for ILS-OIB 3202600157

Vendor certifies it is not:

3.25.1 owned by or the majority of stock or other ownership interest of the company is held or controlled by:

3.25.1.1 individuals who are citizens of China, Iran, North

Korea, Russia or a designated country as defined in §

2274.0101(4); or

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

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

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

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

3.26 Foreign Terrorist Organizations: Vendor certifies that it is not engaged in business with Iran, Sudan or a foreign terrorist organization, as prohibited by Texas Government Code § 2252.152.

3.27 COVID-19 Vaccine Passport Prohibition: Under Texas

Health and Safety Code § 161.0085, Vendor certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the

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Vendor’s business. Vendor acknowledges that such a vaccine or recovery requirement would make Vendor ineligible for a state-funded contract.

3.28 Executive: Vendor certifies it is in compliance with Texas

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

Former Executive Name: ________________

State Agency Name: ____________________

Date Separated from Agency: ____________

Position with Vendor: ___________________

Date employed with Vendor: _____________

3.29 Buy Texas: Vendor agrees to comply with Texas Government

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

3.30 Texas Bidder Affirmation: Vendor certifies that if a Texas address is shown as the address of the Vendor on this solicitation response, Vendor qualifies as a Texas Bidder as defined in Texas

Government Code § 2155.444(c).

3.31 Human Trafficking: Under Texas Government Code

§2155.0061, Vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that the contract may be terminated, and payment withheld if this certification is inaccurate.

Further, Vendor acknowledges that TWC may not award a contract to person convicted of on any offense related to the direct support of promotion of human trafficking during the five-year period

OE for ILS-OIB 3202600157 preceding the date of award and that if TWC determines that

Vendor is ineligible to have accepted the contract, TWC may immediately terminate the contract without further obligation to

Vendor.

3.32 Trafficking in Persons: The parties acknowledge the

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

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

3.33 Disclosure of Prior State Employment: Pursuant to Texas

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