ESBD_526276_1781206188457_Attachment 1- TWC Speaker Fee Agreement Term and Conditions.pdf

Speaker Vendor T&Cs RFP (10/15/25)

ATTACHMENT 1— TWC Speaker Fee Agreement Terms and Conditions

By responding to the solicitation or fulfilling the awarded Purchase Order

(PO), the Vendor agrees to the terms and conditions below, which apply to and become a part of every Texas Workforce Commission (TWC) purchase.

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

Proposals (RFP) process, IFB/RFO/RFP/Proposal, equates to “Purchase

Order” or “Contract” and “Bidder/ Offeror/Proposer/Respondent/Contractor” equates to “Vendor.” Any specification in the solicitation that conflicts with these standard terms and conditions takes precedence. All references to

“days” shall be calendar days unless specified otherwise.

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

Vendor’s 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.)

1) Solicitation Response Requirements

a) Written Specifications: TWC will not be bound by any oral statement or representation contrary to the written specifications contained in the solicitation.

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

c) Firm Pricing: Prices submitted are expected to be firm for TWC acceptance for sixty (60) days from the solicitation deadline.

"Discount from list" offers are not acceptable unless specifically requested. Cash discounts will not be considered in determining the low offer. All cash discounts submitted will be taken if earned.

Prices must remain firm for the duration of the term of the

PO/contract. The default Firm Pricing timeframe in this section may be superseded by specific Firm Pricing timeframes in the solicitation or in other parts of the contract.

d) Ties: In the case of tie bids, the award will be made in accordance with the preferences listed under 34 Texas Administrative Code

(TAC) § 20.306.

e) Preferences: In making an award, TWC shall apply the preferences listed at 34 TAC §20.306.

f) Bid Alteration/Withdrawal: A submitted response to a solicitation cannot be altered or amended after the solicitation deadline, except by formal negotiation via the RFO/RFP processes.

Any alteration made before the solicitation deadline is to be initialed by Vendor or the Vendor’s authorized agent. Vendors are not allowed to withdraw their submitted response after the solicitation deadline without approval by TWC.

g) Rejection of Bids: In accordance with Texas Government Code

§2156.008, TWC reserves the right to reject a bid in which there is a material failure to comply with specification requirements. TWC may reject all bids or parts of bids if the rejection serves the State’s best interest.

h) 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.

i) Identify All Parties: TWC requires all business partners, 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 agreement.

2) Award of Contract. 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.

TWC reserves the right to negotiate price and terms with any and all

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

3) Vendor Assignments. No assignment is permitted by the Vendor without prior written consent of TWC. Any written request for assignment must be accompanied by written acceptance of the assignment by the assignee. Except where otherwise agreed in writing by TWC, assignment will not release Vendor from its obligations pursuant to the contract. TWC will comply with the provisions of Texas

Government Code § 2262.056, when applicable, by providing notice to the Legislative Budget Board of a proposed assignment prior to approval of the assignment.

4) INDEMNIFICATION. 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.

5) Contract Disputes. Disputes arising under this Contract shall be resolved in accordance with the dispute resolution process provided in

Chapter 2260 of the Texas Government Code.

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

7) 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. TWC will not be liable for the wrongful acts or omissions, or negligent acts of its employees, except to the extent provided for and for the amounts specified by the Texas

Tort Claims Act, Chapter 101 of Tex. Civ. Prac. & Rem. Code.

8) Prompt Payment. Payment shall be made in accordance with

Chapter 2251 of the Texas Government Code, commonly known as the

Texas Prompt Payment Act. Chapter 2251 of the Texas Government

Code shall govern remittance of payment and remedies for late payment and non-payment.

a) TWC will incur no penalty for late payment if payment is made within thirty (30) days of receipt of goods or services, or within thirty (30) days of receipt of an uncontested invoice submitted according to the instructions on the PO, whichever comes last.

b) TWC shall notify the vendor of an error or disputed amount in an invoice submitted for payment not later than the 21st day after receipt of the invoice. Notification to the vendor must include the following: (1) Detailed statement of the amount of the invoice, which is disputed, (2) TWC may withhold payments no more than

110 percent of the disputed amount.

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

10) Creation of Debt. The contract shall not be construed as creating a debt on behalf of TWC in violation of Article III, § 49a of the Texas

Constitution. Vendor understands that all obligations of TWC under the contract are subject to the availability of state funds.

11) No Waiver. Nothing in this contract shall be construed as a waiver of the TWC’s or the State’s sovereign immunity. This contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the TWC or the State of

Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to TWC or the State of Texas under this contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. TWC does not waive any privileges, rights, defenses, or immunities available to TWC by entering into this contract or by its conduct prior to or subsequent to entering into this contract.

12) Disclosure of Information. TWC, the Comptroller General of the

United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records which are directly pertinent to this procurement.

13) Public Information Act. Information, documentation, and other material in connection with this Solicitation or any resulting contract may be subject to public disclosure pursuant to Chapter 552 of the

Texas Government Code (the “Public Information Act”). In accordance with Section 2252.907 of the Texas Government Code, Respondent is required to make any information created or exchanged with the State pursuant to the 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.

14) 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 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.

15) False Statements and Material Misrepresentations. By responding to this solicitation and/or accepting the award of a contract or purchase order, Vendor represents and warrants that all statements and information prepared and submitted in connection with this contract are current, complete, true, and accurate. Submitting a

Proposal with a false statement or material misrepresentations made during the performance of a contract is a material breach of contract and may void the submitted Proposal and any resulting contract.

16) Signor Authorization. By submitting the Proposal, Vendor represents and warrants that the individual submitting documents made in connection with this contract is authorized to sign such documents on behalf of the Vendor and to bind the Vendor under any contract that may result therefrom.

17) Inducements/Dealings with Public Servants. Pursuant to Texas

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

18) Conflict of Interest. Vendor certifies that 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.

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

20) Child Support. The Vendor certifies that the vendor is not ineligible to receive the specified grant, loan, or payment under Texas Family

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

21) U.S. Department of Homeland Security’s E-Verify System. By entering into this Contract, the Vendor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the

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

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

b) All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the Contract, within the United States of America.

22) Block Terrorism. TWC and the Vendor must adhere to the directions in the President’s Executive Order (EO) 13224, Blocking Property and

Prohibiting Transactions With Persons Who Commit, Threaten to

Commit, or Support Terrorism. This Executive Order prohibits any transaction or dealing by United States persons, including but not limited to the making or receiving of any contribution of funds, goods, or services to or for the benefit of those persons listed in the General

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

23) Antitrust Affirmation. The undersigned 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, http://www.sam.gov/ corporation, firm, partnership or individual engaged in the same line of business as the Vendor.

24) Prohibition on Certain Bids and Contracts related to Disasters and Hurricanes Katrina and Rita. Under Texas Government Code §

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

25) Foreign Terrorist Organizations. Vendor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Texas Government Code §

2252.152.

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

27) 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:

28) Buy Texas. Vendor agrees to comply with Texas Government Code

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

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

PERSONNEL RECEIVING ACCESS TO A TWC FACILITY OR LOCATION.

TWC may provide any finalist for a contract position a Contractor

Criminal History Report Investigation Request form P-33c which

Vendor must complete and submit back to TWC as required on the form. To obtain a facility access badge, Vendor must provide TWC with either a completed form P-33c or a recent criminal background check within fifteen (15) days of contract award. TWC will not issue a

Purchase Order until the criminal background check has been completed and passed.

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 participate in any media releases or public announcements pertaining to this procurement, the solicitation response, or the services to which they relate without the prior written consent of the relevant state agency, and then only in accordance with explicit written instruction from the relevant state agency. Vendors must obtain written approval from the TWC Contract

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

Contract.

31) 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.

32) Human Trafficking. Under Texas Government Code §2155.0061, Vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated, and payment withheld if this certification is inaccurate. Further, Vendor acknowledges that TWC may not award a contract to person convicted of on any offense related to the direct support of promotion of human trafficking during the five-year period preceding the date of award and that if TWC determines that Vendor is ineligible to have accepted the contract, TWC may immediately terminate the contract without further obligation to Vendor.

33) Entities that Boycott Israel. Pursuant to Section 2271.002 of the

Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its

Response.

34) 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 this contract.

35) Prohibition on Contracts with Companies Boycotting Certain

Energy Companies, Texas Government Code Chapter 2276. 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 §

2276.001(1) and will not boycott energy companies during the term of this contract.

36) Licenses, Patents, Permits. Vendor represents that it has determined what licenses, patents and permits are required under this contract and has acquired all such licenses, patents and permits.

37) 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 circumstances known by the agency, the agency must document such reasons in the contract file.

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

39) 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.

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

41) Termination Provisions

a) Termination for Cause. TWC reserves the right to immediately terminate any PO or contract resulting from or connected to this solicitation, in whole or in part, without recourse or penalty, for breach of contract by the Vendor.

b) Termination for Convenience: TWC reserves the right to terminate any PO or contract at any time, in whole or in part, without cost or penalty, by providing thirty (30) days’ advance written notice, if TWC determines that such termination is in the best interest of the state.

c) In the event of such termination under 10.2 or 10.3, Vendor must, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. TWC and the

State of Texas shall be liable for payments limited only to the portion of work TWC expressly authorized in writing and which

Vendor has completed, delivered to TWC, and which has been accepted by TWC in writing. All such work shall have been completed, in accordance with contract requirements, prior to the effective date of termination. TWC and the State of Texas shall have no other liability, including no liability for any costs associated with the termination.

d) TWC expressly reserves any and all legal remedies to which it may be entitled to collect related to any and all damages directly or indirectly resulting from breach of contract, by the Vendor or any of its agents, representatives, subcontractors, employees, or any other party acting on behalf of the Vendor.

42) Limitation on Authority. Respondent shall have no authority to act for or on behalf of Agency or the State of Texas except as expressly provided for in the contract; no other authority, power or use is granted or implied. Respondent may not incur any debt, obligation, expense or liability of any kind on behalf of Agency or the State of

Texas.

43) Relating to the hardening of state government against foreign actors: Pursuant to Executive Order No. GA-48, Vendor certifies that it and any related holding companies or subsidiaries, is not:

a) Listed in Section 889 of the 2019 National Defense Authorization

Act (NDAA); or

b) Listed in Section 1260H of the 2021 NDAA; or

c) Owned by the government of a country on the U.S. Department of

Commerce’s foreign adversaries list under 15 C.F.R. § 791.4; or

d) Controlled by any governing or regulator body located in a country on the U.S. Department of Commerce’s foreign adversaries list under 15 C.F.R. § 791.4.

NOTE: If the good or service is necessary to fulfill a core function that directly benefits Texans, and the good or service can only be provided by an entity that could not make the certification, TWC may contract with the entity through Nov. 19, 2025.

44) Binding Effect. The contract shall inure to the benefit of, be binding upon, and be enforceable against, each Party and their respective permitted successors, assigns, transferees and delegates.