ESBD_533988_1782939345640_Licensing Exam Administration RFP.pdf

TEXAS DEPARTMENT OF

LICENSING AND REGULATION

REQUEST FOR PROPOSALS

FOR

LICENSING EXAMINATION ADMINISTRATION

NIGP CLASS 924/ ITEM 16, 20, 25

ISSUED JULY 1, 2026 4:00 P.M. CENTRAL TIME

Request for Proposals No. 452-2026-0006

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REQUEST FOR PROPOSALS FOR TABLE OF CONTENTS

LICENSING EXAM ADMINISTRATION

TABLE OF CONTENTS

TABLE OF CONTENTS ...................................................................................................................... I

GLOSSARY OF TERMS

1. GENERAL INFORMATION

1.1. Purpose

1.2. Schedule of Events

1.3. Successful Proposer’s / Agency Relationship

1.4. Procurement Authority

1.5. Proposals Subject to The Texas Public Information Act

1.6. Misunderstanding or Lack of Information

1.7. Rejection of Proposals and Cancellation of RFP

1.8. Ownership of Proposals

1.9. Incurred Expenses

1.10. Proposal Tenure

1.11. No Texas Department of Licensing and Regulation Obligations

1.12. Successful Proposer’s Obligations

1.13. Captions

1.14. Parts Incorporated

2. PROPOSAL PROCESS

2.1. Contact Person

2.2. Prohibition Against Unauthorized Contact

2.3. Pre-Proposal Conference

2.4. Questions

2.5. Submission of Proposal

2.6. Response Format and Contents

2.7. Letter of Transmittal

2.8. Executive Summary

2.9. Proposer’s Contracting Authority

2.10. Multiple Proposals

2.11. Changes, Modifications and Cancellation

2.12. Updates to Information Supporting a Proposal

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2.13. Additional Information

2.14. Proposal Evaluation and Contract Award

2.15. Site Visits and/or Oral Presentations

2.16. Protest Procedure

3. CONTRACTUAL TERMS AND CONDITIONS

3.1. Introduction

3.2. Governing Law and Venue

3.3. Contract Elements

3.4. Amendments

3.5. Non-Waiver

3.6. Clarification of Texas Department of Licensing and Regulation’s Intent

3.7. Relationship of the Parties

3.8. Assignments

3.9. Approval of Staffing

3.10. Background Investigations

3.11. Compliance

3.12. Term of Contract

3.13. Termination at Will

3.14. Termination for Cause

3.15. Termination Related to Availability of Legislative Appropriations

3.16. No Liability Upon Termination

3.17. Warranties

3.18. Licenses and Permits

3.19. Successful Proposer Site Visits

3.20. Intellectual Property Rights

3.21. Pre-Existing and Third-Party Rights

3.22. Remediation

3.23. Accounting Records

3.24. Right to Audit

3.25. Indemnification

3.26. Insurance

3.27. Self-Insurance

3.28. Commercial General Liability Insurance

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3.29. Workers’ Compensation and Employer’s Liability Insurance

3.30. Professional Liability (Errors and Omissions) Insurance

3.31. Disclosure of Litigation

3.32. Changes in Ownership

3.33. Force Majeure / Delay of Performance

3.34. Taxes, Fees and Assessments

3.35. Media Releases

3.36. Hiring of Texas Department of Licensing and Regulation Personnel

3.37. Hiring of Lobbyist, Consultant and/or Advisor; Supplemental Information

3.38. Notices

3.39. Non-Disclosure

3.40. Usufruct

3.41. End of Contract Transition

3.42. Liquidated Damages

3.43. Sanctions and Remedies Schedule

3.44. Dispute Resolution

3.45. Certifications

3.46. Preferences

3.47. Deceptive Trade Practices; Unfair Business Practices

3.48. Immigration

3.49. Electronic and Information Resources Accessibility Standards

3.50. Information Security, Data Governance, and Artificial Intelligence

3.51. False Statements; Breach of Representations

3.52. Limitation on Authority; No Other Obligations

3.53. Proposer Assignment

3.54. Code of Conduct

3.55. Contact with Texas Department of Licensing and Regulation

3.56. Incidents and Anomalies

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

3.58. Surveillance, Intimidation, and Related Acts

3.59. Non-Exclusive Contract

3.60. No Third-Party Beneficiaries

3.61. Survival

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4. REQUIRED INFORMATION

4.1. Experience of Proposer

4.2. Key Staffing Profile

4.3. Proposer References

4.4. Contact Person

4.5. Conflict of Interest

4.6. Financial Soundness

4.7. Background Investigations

4.8. Disclosure of Interested Parties

5. SCOPE OF SERVICES

5.1. Specifications and Requirements

5.2. Examination Development

5.3. Multiple Language Support

5.4. Examination Quality Control

5.5. Technical and Statistical Examination Analysis

5.6. Cut Score Studies

5.7. Appeal and Legal Support

5.8. ADA Required Special Examination Accommodations

5.9. Other Special Examination Accommodations

5.10. Examination Delivery

5.11. Special Examination Situations

5.12. Examination Security

5.13. Study Material

5.14. Applicant Inquiries

5.15. Reports

5.16. Equipment Maintenance

5.17. Site /Inspections

5.18. Education Summit/Seminar, TDLR Meetings, and Trainings

5.19. Technology Changes

5.20. Quality Assurance Plan

5.21. Offered Options

5.22. Cost

5.23. End of the Contract Transition Plan

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ATTACHMENT A: PROPOSER’S COMMITMENT

ATTACHMENT B: SCORING MATRIX

ATTACHMENT C: TEXAS GOVERNMENT CODE CHAPTER 552 SUBCHAPTER J. ADDITIONAL

PROVISIONS RELATED TO CONTRACTING INFORMATION

ATTACHMENT D: EXAM PRICE FORMAT

ATTACHMENT E: ANNUAL VOLUME

ATTACHMENT F:

FINANCIAL COMMITMENT AND RESPONSIBILITY

ATTACHMENT F: REPORTS

REQUEST FOR PROPOSALS FOR PART 1

LICENSING EXAMINATION ADMINISTRATION GENERAL INFORMATION

GLOSSARY OF TERMS

This Glossary assigns definitions to the listed terms. The definition given to a term listed in this Glossary applies whenever the capitalized term appears in this Request for Proposals (RFP) and in any response to this Request for Proposals.

Term Definition ADA Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101, et seq., its implementing regulations, and any subsequent amendments to the law and regulations.

Apparent Successful Proposer

The Proposer recommended by the evaluation committee and approved by the Executive Director, subject to the execution of a completed contract.

Applicant Any person who submitted an application seeking a license from

TDLR.

Business Days Days occurring Monday through Friday except for the legal holidays observed by the State of Texas. The terms “working days” and “Business Days” may be used interchangeably.

Business Hours The Texas Department of Licensing and Regulation's Business Hours are 8:00 a.m. to 5:00 p.m. CT, Monday through Friday, except State holidays.

Contract The agreement entered into by the Texas Department of Licensing and Regulation and the Successful Proposer, which will incorporate the contents of this RFP and the Successful Proposer’s Proposal, except as specifically provided to the contrary in the Contract, and any amendments to the Contract.

Contract Award The day of the Contract announcement after the signing of a Contract between the Texas Department of Licensing and Regulation and the Successful Proposer.

Contract Term The time period when the Contract is in effect, which unless otherwise indicated includes any renewal period.

CPA Texas Comptroller of Public Accounts.

Day A Calendar Day.

Examination Candidate An individual who is eligible to take an examination, in accordance with 16 TAC §60.51.

Executive Director The Executive Director of the Texas Department of Licensing and

Regulation or an employee of the Texas Department of Licensing and Regulation authorized to act on behalf of the Executive Director.

Fiscal Year Begins on September 1 and ends on August 31 of the following year.

Incident An event or occurrence.

Intellectual Property Rights

The worldwide legal rights or interests evidenced by or embodied in:

(i) any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, enhancement or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights, reversionary rights or neighboring rights; and any derivative work thereto (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain names (v) any other proprietary or similar rights, and (vi) any applications, provisionals, registrations, renewals, continuations, continuations-in-part, or divisionals relating thereto. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses.

Item Is a single, self-contained question, task, problem, or prompt designed to measure a specific aspect of an Examination Candidate’s knowledge, skills, or abilities.

Offered Options

Offered Options are not requested in the response to this RFP but may be identified by the Proposer and included in its Proposal. A Proposer is not obligated to include an Offered Option in the Proposal. This is an opportunity for Proposers to offer options that the Texas Department of Licensing and Regulation may not have been aware of at the time the RFP was written. The Texas Department of Licensing and Regulation makes no commitment to quantity or timing for acquisition of Offered Options and offered options are not considered during evaluation of Proposals.

Proctor An approved individual who supervises and monitors Examination Candidates during official exams to ensure compliance with testing rules and the examination site.

Proposal

All information and materials submitted by a Proposer in response to this RFP. This includes the Technical Proposal, and other information and materials provided to the Texas Department of Licensing and Regulation by the Proposer prior to Contract Award.

Proposer

An individual or entity that submits a Proposal. The term includes anyone acting on behalf of the individual or entity that submits a Proposal, such as agents, employees and representatives.

RFP This Request for Proposals.

Score Letter A strength and weakness report per test taker based on the examination content outline and actual examination scores.

State The State of Texas and its agencies, boards and commissions, officers and employees.

Successful Proposer The Proposer with whom the Texas Department of Licensing and Regulation executes a contract to provide the goods and services that this RFP requires.

TAC Texas Administrative Code.

Texas Department of Licensing and Regulation or

TDLR

The state agency created by Chapter 51 of the Texas Occupations Code, which is the primary state agency responsible for the oversight of businesses, industries, general trades, and occupations that are regulated by the state and assigned to TDLR by the legislature. The Texas Department of Licensing and Regulation may be referred to as the Department, or TDLR throughout this document.

Works

Any tangible or intangible Items or things that have been or will be prepared, created, maintained, serviced or developed by a Successful Proposer (or such third parties as the Successful Proposer may be permitted to engage) at any time following the effective date of the

Contract, for or on behalf of TDLR under the Contract, including, but not limited to, any (i) works of authorship (such as literary works, musical works, dramatic works, choreographic works, pictorial, graphic and sculptural works, motion pictures and other audiovisual works, sound recordings and architectural works, which includes, but is not limited to, manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer software, scripts, object code, source code or other programming code, HTML code, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works and any derivative works thereto), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, enhancements or improvements, including any patents, trade secrets and know-how, (iv) domain names,

(v) any copies, and similar or derivative works to any of the foregoing,

(vi) all documentation and materials related to any of the foregoing,

(vii) all other goods, services or deliverables to be provided to TDLR under the Contract, and (viii) all Intellectual Property Rights in any of the foregoing.

1. GENERAL INFORMATION

1.1 Purpose

1.1.1. The Texas Department of Licensing and Regulation intends to issue a Request for Proposal (RFP) to obtain Proposals from interested vendors to provide Licensing Examination Administration services for an average of over one hundred, fifty thousand (150,000) exams per year.

1.1.2. Proposers shall provide information in their Proposals that will permit awarding a Contract in a manner that provides the best value to TDLR. A Proposer’s failure to respond in the manner required in this RFP may result in disqualification of its Proposal.

1.1.3. Proposers shall bid on all components and submit a single Proposal for all services in response to this RFP.

1.2 Schedule of Events

The following time periods are set forth for informational and planning purposes only. TDLR reserves the right to change any of the time periods and will post all changes on the Electronic State Business Daily (ESBD) website, https://www.txsmartbuy.gov/esbd.

Date Event July 1, 2026 (4:00 p.m., CENTRAL TIME)

Issuance of RFP

July 9, 2026 (1:30 p.m., CENTRAL TIME)

Pre-Proposal Conference (Virtual conference -refer to Section 2.3.)

July 15, 2026 (4:00 p.m., CENTRAL TIME) (Late Questions will not be answered)

Written Questions Due

On or before July 23,2026

Responses to Written Questions Issued

August 14, 2026 (4:00 p.m., CENTRAL TIME) (Late Proposals will not be considered)

Deadline for Proposals

On or before September 17, 2026 (or as soon as possible thereafter)

Announcement of Apparent Successful Proposer https://www.txsmartbuy.gov/esbd

1.3 Successful Proposer’s / Agency Relationship

TDLR is a part of the Executive Branch of Texas State Government. TDLR will not relinquish control over TDLR operations. The Successful Proposer shall function under the supervision of TDLR. Its operations will be subject to the same scrutiny and oversight that would apply if all operations were performed by TDLR employees. Accordingly, all operations shall be conducted in adherence to applicable statutes and the highest ethical standards.

1.4 Procurement Authority

This RFP, and all activities leading toward the execution of a contract under this RFP, are conducted in accordance with Texas Government Code, Chapters 2155, 2156; and 2102;

Texas Occupations Code, Chapter 51; and other applicable laws of the State of Texas.

1.5 Proposals Subject to the Texas Public Information Act

1.5.1 TDLR is subject to the Texas Public Information Act (Act) (Chapter 552, Government Code). Proposals submitted to TDLR in response to this RFP are subject (in their entirety) to release by TDLR as public information. A Proposal, or specific parts thereof, may, however, be shown by the Proposer to fall within one or more of the exceptions to disclosure provided in the Act, or other applicable law. Marking an entire Proposal as “confidential” or “copyrighted” is unacceptable. If a Proposer believes that parts of its Proposal are confidential under the Act, it should specify the confidential information by marking “Confidential” on each page or by each paragraph containing such information prior to submitting the Proposal to TDLR. In response to this section, Proposers shall provide TDLR with specific and detailed reasons for each Item marked “Confidential”.

Vague and general claims to confidentiality are not acceptable. This detail is necessary so that TDLR will have sufficient information to provide to the Attorney General of Texas, if a ruling regarding the confidentiality of such information is requested. Failure of a Proposer to respond to such notification may result in the release of all or part of the Proposal as public information. It is the Proposer’s obligation to submit briefing to the Office of the Attorney General setting forth the basis upon which the requested information should remain confidential. The Attorney General may determine all or part of a Proposal to be public information even though parts of the Proposal were marked “Confidential” by the Proposer. Additionally, refer to Sec. 552.0222 of the Act relating to contracting information that is considered public and shall be released.

1.5.2 TDLR assumes no responsibility for asserting legal arguments to the OAG on behalf of a Proposer.

1.5.3 Proposers are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

1.5.4 The requirements of Subchapter J of the Act may apply to this Proposal and the Successful Proposer, contractor, or vendor agrees that the Contract can be terminated if the Successful Proposer, contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. Refer to Attachment C.

1.6 Misunderstanding or Lack of Information

By submitting a Proposal, the Proposer agrees that it fully understands and will abide by the terms and conditions of the RFP, and it will not make any claims for, or have any rights to, cancellation or relief without penalty because of any misunderstanding or lack of information. TDLR reserves the right to accept Proposals by waiving minor technicalities if the Executive Director, within his or her sole discretion, determines it to be in the best interests of the TDLR. The decision of the Executive Director shall be conclusive, and subject to protest under Section 2.16 of this RFP.

1.7 Rejection of Proposals and Cancellation of RFP

Issuance of this RFP and/or retention of Proposals does not constitute a commitment on the part of TDLR to award a contract. TDLR maintains the right to reject any or all Proposals, and to cancel this RFP, if TDLR, in its sole discretion, considers it to be in its best interests to do so.

1.8 Ownership of Proposals

All materials submitted by a Proposer will become the property of the TDLR and may be used as TDLR deems appropriate.

1.9 Incurred Expenses

TDLR accepts no obligations for costs incurred in preparing and submitting a Proposal.

Proposals shall be submitted at the sole expense of the Proposer. All Proposals shall be prepared simply and economically, providing a straightforward, concise delineation of the Proposer’s capabilities to satisfy the requirements of this RFP.

1.10 Proposal Tenure

All Proposals shall be valid for a period of one hundred and eighty (180) Days from the deadline for submitting Proposals.

1.11 No Texas Department of Licensing and Regulation Obligations

TDLR reserves the right to select qualified Proposals to this RFP without discussion of the Proposals with Proposers. It is understood that all Proposals will become a part of TDLR’s official procurement files after the Contract has been awarded or the procurement has been terminated and will be available for public inspection except for portions that the Proposer has designated as proprietary and confidential (Refer to Sections 552.110 and 552.305 of the Public Information Act and RFP Section 1.5 above).

1.12 Successful Proposer’s Obligations

The Successful Proposer shall always be responsible for the performance of any contractual obligations that may result from the award of the Contract and shall be liable for the non-performance of any or all Subcontractors.

1.13 Captions

The captions to the sections of this RFP are for convenience only and are not part of the RFP’s substantive terms.

1.14 Parts Incorporated

All attachments listed in the Table of Contents are incorporated into and expressly made a part of this RFP.

REQUEST FOR PROPOSALS FOR PART 2

LICENSING EXAMINATION ADMINISTRATION PROPOSAL PROCESS

2. PROPOSAL PROCESS

2.1 Contact Person

2.1.1 The sole point of contact for communications concerning this RFP will be Julia Buantello, whose email address, is as follows:

contracts@tdlr.texas.gov

2.2 Prohibition Against Unauthorized Contact

2.2.1 TDLR is committed to a procurement process that maintains the highest level of integrity.

Accordingly, Proposers, as well as their agents, liaisons, advocates, lobbyists, legislative consultants, representatives or others promoting their position, are limited to those communications authorized by and described in this RFP. Any attempt to influence any of the participants, whether that attempt is oral or written, formal or informal, direct or indirect, outside of this RFP process is strictly prohibited.

2.2.2 Should allegations of improper contact be made prior to Contract Award, the Executive Director may investigate those allegations and, in his/her sole discretion, disqualify a Proposer.

2.3 Pre-Proposal Conference

Prospective Proposers should plan to attend a virtual Pre-Proposal Conference. Refer to the Schedule of Events for the date and time. The Pre-Proposal Conference will include an overview of the RFP. Attendance at the Pre-Proposal Conference is recommended, but not mandatory. A link to the virtual Pre-Proposal Conference will be posted on the Electronic State Business Daily (ESBD), https://www.txsmartbuy.gov/esbd in advance of the day and time listed in the Schedule of Events. TDLR intends to use Microsoft TEAMS for the conference. A link to the video of the Pre-Proposal Conference will be posted on ESBD.

2.4 Questions

2.4.1 Written questions concerning this RFP will be accepted and responses posted on the ESBD website, https://www.txsmartbuy.gov/esbd, according to the timetable established in the Schedule of Events. Questions received after the deadlines set in the Schedule of Events may be reviewed but will not be answered. Any addenda or amendments, whether made as a result of a prospective Proposer’s written questions or otherwise, will be posted on the ESBD website. It is the responsibility of the Proposer to check this website for any additional information regarding this RFP.

2.4.2 Questions shall be submitted by email by the question submission deadline to:

contracts@tdlr.texas.gov

2.4.3 A Proposer shall submit questions in writing and is responsible for obtaining clarification as to any ambiguity, conflict, discrepancy, exclusionary specification, omission, or error in this RFP (collectively, errors) prior to submitting a Proposal, but in no event shall be entitled to additional compensation, relief, or time by reason of any error or its later correction. If a Proposer fails to obtain written clarification of any errors, the Proposer shall submit a Proposal at its own risk; and, if awarded the Contract, the Proposer shall be deemed to have waived any claim to contest the interpretation thereof.

2.5 Submission of Proposal

2.5.1 Electronic Delivery Submission. Electronic responses shall be sent via email to contracts@tdlr.texas.gov. Proposers shall place the RFP Name and Number, along with the Proposer Name into the subject line of their email. Electronic responses shall be received no later than the deadline established in the Schedule of Events. Late Proposals will not be considered. No exceptions will be made. For electronic submissions, Proposers shall submit one (1) signed original of its Proposal, one (1) copy of evidence of Financial Soundness, and one (1) signed original of its Exam Price that shall be in a searchable and unprotected portable document format (PDF). Each PDF file attachment shall be a separate document and clearly named. TDLR takes no responsibility for electronic submissions that are captured, blocked, filtered, quarantined or otherwise prevented from reaching the proper destination server by any TDLR anti-virus or other security software. To confirm receipt of all electronic submissions, Proposers should request confirmation by e-mail.

2.5.2 If a Proposer submits multiple versions of the proposal document to ensure receipt, the last received version that arrives before the Proposal deadline will be considered the official version designated for evaluation by the Evaluation Committee.

2.5.3 All Proposals shall be organized and arranged to correspond directly with the numbered sections of this RFP, and all pages shall be numbered. For Parts 1, 2 and 3 only, Proposers may provide a blanket acknowledgment and acceptance in lieu of a section-by-section response, unless a section requires a specific detailed answer from the Proposer. For Parts 4 and 5 only, Proposers shall provide a section-by-section response to the RFP.

2.5.4 If a Proposer is claiming any part(s) of its Proposal is confidential, the Proposer shall provide a detailed response to Section 1.5.1 and mark the material as “Confidential”. A Proposer may not amend a commitment to comply with a specific section of this RFP by a later reference back to that section.

2.5.5 Proposers are required to propose a complete solution to the RFP requirements in their Technical Proposal. Any Items not specifically requested, but integral to the requested services, shall be included in a Proposal and identified in the appropriate sections thereof.

mailto:contracts@tdlr.texas.gov

2.5.6 Proposers responding to this RFP shall fully and completely address all goods, services and other requirements as described by this RFP. Incomplete or partial Proposals will not be considered. A Proposer shall provide all information that the Proposer believes would be helpful in evaluating the Proposer’s ability to fulfill the RFP requirements.

2.5.7 Proposals that have been copyrighted by any Proposer are unacceptable and may be rejected as non-responsive.

2.6 Response Format and Contents

The Proposer shall demonstrate its understanding of the requested goods and services, and shall address specifically in writing the Proposer’s approach to providing each requirement in this RFP. Each Proposal shall be organized in the manner described below:

a. Letter of Transmittal;

b. Executive Summary;

c. Section-by-section response to the RFP (Refer to Section 2.5.3 above);

d. Evidence of Financial Soundness (one (1) separate PDF);

e. Exam Price (one (1) separate PDF); and

f. Proposer’s Commitment (Attachment A).

2.7 Letter of Transmittal

2.7.1 Proposers shall submit a Letter of Transmittal that identifies the entity submitting the Proposal and includes a commitment by that entity to provide the goods and services required by this RFP. The Letter of Transmittal shall state that the Proposal is valid for one hundred and eighty (180) Days from the Day after the date that the Proposal is delivered to TDLR. Any Proposal containing a term of less than one hundred and eighty (180) Days for acceptance shall be rejected. The Letter of Transmittal shall be signed by a person(s) legally authorized to bind the Proposer to the representations in the Proposal. The Proposer should also indicate, in its Letter of Transmittal, why it believes it is the most qualified Proposer to provide the goods and services required by TDLR in this RFP.

2.7.2 The Letter of Transmittal shall include a statement of acceptance of the terms and conditions set forth in Part 3 of this RFP that will be included in the Contract. If the Proposer takes exception to any of the proposed terms and conditions, those exceptions shall be noted in the Letter of Transmittal. Proposers shall provide specific and detailed reasons for each exception, together with suggested alternative language. Vague and general exceptions are not acceptable. Proposers should realize, however, that failure to accept the terms and conditions specified in Part 3 of the RFP may result in disqualification of the Proposal.

2.8 Executive Summary

2.8.1 Proposers shall provide an executive summary of the Proposal (excluding Exam Price information) that asserts that the Proposer is providing, in its Proposal, all the requirements of this RFP. If the Proposer is providing goods or services beyond those specifically requested, those goods or services shall be identified. If the Proposer is offering goods or services that do not meet the specific requirements of this RFP, but in the opinion of the Proposer are equivalent or superior to those specifically requested, any such differences shall be noted in the Executive Summary. The Proposer should realize, however, that failure to provide the goods and services specifically requested may result in disqualification.

2.8.2 The Proposer shall demonstrate its understanding of the requested goods and services and shall address specifically, in writing, the Proposer’s approach to providing each requirement in this RFP.

2.8.3 The Executive Summary shall not exceed five (5) pages and should represent a full and concise summary of the contents of the Proposal.

2.9 Proposer’s Contracting Authority

The Proposer warrants and represents that the person named on the Proposer’s Commitment (Attachment A) has the full right, power and is legally authorized to execute the Contract resulting from this RFP on behalf of the Proposer. Commitments shall be unqualified, not limited, and fully commit the Proposer to provide the goods and services required under this RFP.

2.9.1 The Proposer shall not disclose its Exam Price or other cost information in the body of its written Proposal. Including Exam Price information in the written Proposal may be cause for disqualification.

2.10 Multiple Proposals

Each Proposer is required to submit only one (1) Proposal. If a Proposer submits more than one (1) Proposal, all Proposals from that Proposer may be rejected.

2.11 Changes, Modifications, and Cancellation

TDLR reserves the right to make changes to and/or cancel this RFP. TDLR will post all changes and modifications, whether made as a result of a potential Proposer’s written questions or otherwise, and any cancellation notices on the Electronic State Business Daily.

It is the responsibility of the Proposer to check this website for any additional information regarding this RFP. If the Proposer fails to monitor the ESBD website for any changes or modifications to the RFP, such failure will not relieve the Proposer of its obligation to fulfill the requirements as posted.

2.12 Updates to Information Supporting a Proposal

Following the submission of Proposals and prior to execution of a Contract, the Proposer is under a continuing obligation to notify TDLR in writing of any updates or changes to information offered in support of its Proposal that might reasonably be expected to affect TDLR’s consideration of the Proposal. Nothing in this section shall be interpreted to permit the unilateral modification by a Proposer of its commitment to provide goods and services described in its Proposal as filed for the cost stated therein.

2.13 Additional Information

By submitting a Proposal, the Proposer grants the Executive Director the right to obtain any information from any lawful source regarding the past history, practices, conduct, of the Proposer to supply goods, services and to fulfill requirements under this RFP, and the past history, practices, conduct, ability and eligibility of any director, officer or key employee of the Proposer. By submitting a Proposal, the Proposer generally releases from liability and waives all claims against any party providing information about the Proposer at the request of the Executive Director. Such information may be taken into consideration in evaluating Proposals.

2.14 Proposal Evaluation and Contract Award

2.14.1 TDLR intends to conduct a fair, comprehensive and impartial evaluation of all Proposals received in response to this RFP using an evaluation committee. The evaluation committee will be selected by the Executive Director and may consist of TDLR employees, or outside individuals with expertise in particular areas. In addition, General Counsel, other in-house legal counsel, and outside legal counsel may assist by advising the evaluation committee.

TDLR employees and consultants may also assist in the process as technical non-voting members of the evaluation committee.

2.14.2 Each member of the evaluation committee will independently score each Proposal submitted in response to this RFP which conforms to the RFP in all material respects, as determined solely by the Texas Department of Licensing and Regulation. Evaluation committee members may seek, obtain, and consider the opinions of other committee members or subject matter experts (including TDLR employees, employees from other Texas agencies and consultants retained by TDLR) when evaluating and independently scoring particular areas of the Proposals.

2.14.3 The evaluation committee may request clarification of information or representations in a Proposal before completing the initial evaluation. Requests for clarification and responses to requests for clarification will be in writing and will become part of the evaluation record.

2.14.4 The procurement process will be conducted in accordance with 16 TAC Ch. 55, Subchapter C to the extent that it applies to this procurement to the extent.

2.14.5 At a minimum, the factors to be considered by the evaluation committee in evaluating Proposals shall include:

(i) the Proposer’s price to provide the goods or services;

(ii) the probable quality of the offered goods and/or services;

(iii) The agency’s evaluation of the likelihood of the Proposal to produce the desired outcome for the agency, considering, among other criteria:

(I) the quality of the Proposer’s past performance in contracting with the agency, with other state entities, or with private sector entities;

(II) the qualifications of the Proposer’s personnel;

(III) the experience of the Proposer in providing the requested goods or services;

(IV) the financial status of the Proposer; and

The evaluation committee also may consider vendor performance reviews maintained by the Texas Comptroller of Public Accounts under Tex. Gov’t Code §2262.055.

A copy of the scoring matrix is included as Attachment B.

2.14.6 A written notice of Contract Award will be posted on the ESBD and sent to all Proposers immediately following execution of the Contract.

2.15 Site Visits and/or Oral Presentations

TDLR in its sole discretion, reserves the right to conduct site visits and/or to require Proposers to make oral presentations prior to the Contract Award and may consider such presentations and visits when evaluating Proposals. Proposers will be notified in writing and will be provided with equal advance notification of site visits and/or oral presentation assignments and guidelines.

2.16 Protest Procedure

Any protest shall be governed by 16 TAC Chapter 55. Should a Proposer or Prospective Proposer wish to file a protest, such Proposer may contact the Office of General Counsel for further clarification on procedures.

REQUEST FOR PROPOSALS FOR PART 3

LICENSING EXAMINATION ADMINISTRATION CONTRACTUAL TERMS AND CONDITIONS

3. CONTRACTUAL TERMS AND CONDITIONS

3.1 Introduction

This part sets forth terms and conditions applicable to the procurement process as well as terms and conditions that will become part of the Contract. TDLR reserves the right to incorporate additional provisions in the Contract in the best interest of TDLR and the State of Texas.

3.2 Governing Law and Venue

The procurement process, the award procedure, and the Contract shall be governed by, and construed and interpreted in accordance with, the applicable laws of the State of Texas.

Any and all actions or suits brought by a Proposer or any related party regarding this RFP or the Contract shall be brought in the state district court located in Austin, Travis County, Texas. By submitting a Proposal, a Proposer is deemed to waive the right to bring any action in any other court. This section is purely a venue provision and shall not be deemed a waiver of sovereign immunity.

3.3 Contract Elements

3.3.1 The Contract between TDLR and the Successful Proposer will follow the general format specified by TDLR. TDLR reserves the right to negotiate provisions in addition to those stipulated in this RFP. The contents of this RFP, as modified by published addenda or amendments, and the Successful Proposer’s Proposal, will be incorporated into the Contract. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the written Contract, the RFP, and the Successful Proposer’s Proposal. Specific exceptions to this general rule may be noted in the Contract.

3.3.2 If any term or provision of this RFP or the Contract is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the RFP or Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

3.4 Amendments

The Contract may be amended only by written agreement signed by both parties.

3.5 Non-Waiver

The failure of TDLR to object to, or to take affirmative action with respect to, any conduct of the Successful Proposer which is in violation or breach of the terms of the Contract shall not be construed as a waiver of the violation or breach, or of any future violation or breach.

Nothing in this RFP, or the Contract, shall constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to TDLR as an agency of the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to TDLR 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.

3.6 Clarification of Texas Department of Licensing and Regulation’s Intent

It is the responsibility of the Successful Proposer to address and resolve all questions with the TDLR’s designated points of contact, and to achieve a clear understanding of all TDLR requirements during each stage of the Contract Term. TDLR will use reasonable efforts to provide timely responses to questions of policy or procedure as they may affect the Successful Proposer’s performance. Key TDLR staff will be available to the Successful Proposer on a reasonable basis, but may not be available on weekends, or State or national holidays, as defined in Tex. Gov’t Code § 662.003.

3.7 Relationship of the Parties

The Successful Proposer and TDLR agree and understand that the Successful Proposer shall render the goods, services and requirements under the Contract as an independent contractor, and nothing contained in the Contract will be construed to create or imply a joint venture, partnership, employer/employee relationship, principal/agent relationship or any other relationship between the parties. Employees of the Successful Proposer will not be considered employees of TDLR within the meaning of any federal, state, or local law, ordinance, or regulation including, but not limited to, laws, ordinances, or regulations concerning unemployment insurance, social security benefits, workers compensation, or withholding requirements. The Successful Proposer shall be responsible for complying with any such laws, ordinances, or regulations, and shall indemnify and hold harmless TDLR from any costs or damages, including attorney’s fees, sustained by TDLR resulting from the Successful Proposer’s breach of its obligations under this section. TDLR will withhold indemnified losses from payments to the Successful Proposer, or, if no payments are made, TDLR will make demand of payment of indemnified losses. The Successful Proposer shall make payment within thirty (30) Days of TDLR’s demand.

3.8 Assignments

3.8.1 No right or obligation of the Successful Proposer under the Contract may be assigned by the Successful Proposer without the prior written approval of TDLR, and in the event of any such approval, the terms and conditions hereof shall apply to and bind the party or parties to whom the right or obligation is assigned as fully and completely as the Successful Proposer is hereunder bound and obligated. No assignment shall operate to release the Successful Proposer from its liability for the timely and effective performance of its obligations hereunder. Assignments made in violation of this provision shall be null and void.

3.8.2 Subject to the limitations on assignment contained herein, the Contract shall inure to the benefit of, and be binding upon, the successors and assigns of the respective parties hereto.

3.9 Approval of Staffing

3.9.1 The Successful Proposer shall not employ or contract with or permit the employment of unfit or unqualified persons or persons not skilled in the tasks assigned to them. The Successful Proposer shall at all times employ sufficient labor to carry out functions and services in the manner and time prescribed by the Contract. “Unfit” is defined as any person convicted of a felony, criminal fraud, gambling or gambling-related offense or a person convicted of a misdemeanor involving moral turpitude whose sentence, parole, mandatory supervision or probation ended less than ten (10) years ago. (Refer to Section 3.10.) The Successful Proposer shall be responsible to TDLR for the acts and omissions of the Successful Proposer’s employees, agents (including, but not limited to, lobbyists) and Subcontractors and the Successful Proposer shall enforce strict discipline among the Successful Proposer’s employees, agents (including, but not limited to, lobbyists) and Subcontractors performing the services under the Contract.

3.9.2 The Successful Proposer shall promptly notify the Agency of any alleged or confirmed employee wrongdoing, misconduct, or criminal activity related in any manner to the TDLR account or the performance of services under this Contract. To the extent practicable, such notification shall be provided prior to the employee’s termination or separation from employment so that TDLR may have an opportunity to interview the employee before such separation occurs.

3.9.3 The Successful Proposer shall provide TDLR written notification and justification within three (3) Business Days of any personnel changes involving key staffing positions, as defined in Section 4.2. The Successful Proposer shall provide TDLR the resume of the person who is hired or placed and shall receive written approval from TDLR prior to the person working on the account.

3.9.4 Notwithstanding anything herein to the contrary, any person employed by the Successful Proposer shall, at the written request of TDLR, and within its sole discretion, be removed immediately by the Successful Proposer from work relating to the Contract.

3.10 Background Investigations

3.10.1 TDLR Regulation may initiate investigations into the backgrounds of (a) the Successful Proposer; (b) any of the Successful Proposer’s officers, directors, investors, owners, partners and other principals; or (c) any other associates of the Successful Proposer it deems appropriate. Such background investigations may include fingerprint identification by the Texas Department of Public Safety, the Federal Bureau of Investigation, and any other law enforcement agency. TDLR may terminate the Contract based solely upon the results of these background investigations.

3.10.2 The Successful Proposer agrees that, during the Contract Term, it shall be obligated to provide such background investigation information about any Successful Proposer Principals as TDLR may prescribe. The Successful Proposer also agrees that TDLR may conduct background investigations of such persons.

3.11 Compliance

The Successful Proposer agrees to comply with all applicable laws, rules and regulations, including without limitation those involving non-discrimination on the basis of race, color, religion, national origin, age, sex and disability.

3.12 Term of Contract

3.12.1 Any Contract resulting from this RFP will be effective upon execution and continue for a term through August 31, 2027, subject to the termination provisions in this RFP and subject to TDLR being continued and funded by the Texas Legislature.

3.12.2 TDLR reserves the right to renew any Contract resulting from this RFP, at its sole discretion, for up to three (3) additional one-year periods at the Contract rate or rates as modified during the Contract Term.

3.12.3 At the end of the Contract Term, TDLR, in its sole discretion, reserves the right to extend the Contract for up to three (3) additional months, in one-month intervals, at the Contract rate or rates as modified during the Contract Term.

3.12.4 At the end of the Contract Term, or upon earlier termination under any provision of the Contract, the Successful Proposer shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and provider, if requested by TDLR.

3.13 Termination at Will

TDLR, in its sole discretion, may terminate the Contract, in whole or in part, at will and without cause, upon no less than thirty (30) Days’ advance written notice. TDLR also may terminate the Contract immediately with written notice if the Executive Director, in his or her sole judgment, believes that the integrity or security of TDLR is in jeopardy, and it is in the best interest of TDLR to do so. TDLR’s right to terminate for convenience the Contract is cumulative of all rights and remedies which exist now or in the future.

3.14 Termination for Cause

TDLR reserves the right to terminate the Contract, in whole or in part unless otherwise provided by the Federal Bankruptcy Code or any successor law, upon no less than five (5) Days’ notice under any of the following conditions:

a. A receiver, conservator, liquidator, or trustee of the Successful Proposer, or of any of its property, is appointed by order or decree of any court or agency or supervisory authority having jurisdiction; or an order for relief is entered against the Successful Proposer under the Federal Bankruptcy Code; or the Successful Proposer is adjudicated bankrupt or insolvent; or any portion of the property of the Successful Proposer is sequestered by court order and such order remains in effect for more than thirty (30) Days after such party obtains knowledge thereof; or a petition is filed against the Successful Proposer under any state, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation, or receivership law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within thirty (30) Days; or

b. The Successful Proposer files a case under the Federal Bankruptcy Code or is seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership, or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any case or petition against it under any such law; or

c. The Successful Proposer makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee, or liquidator of the Successful Proposer or of all or any part of its property; or judgment for the payment of money in excess of fifty thousand dollars ($50,000.00) (which is not covered by insurance) is rendered by any court or governmental body against the Successful Proposer, and the Successful Proposer does not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof within thirty (30) Days from the date of entry thereof, and within said thirty-day period or such longer period during which execution of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal while providing such reserves therefore as may be required under generally accepted accounting principles; or a writ or warrant of attachment or any similar process shall be issued by any court against all or any material portion of the property of the Successful Proposer, and such writ or warrant of attachment or any similar process is not released or bonded within thirty (30) Days after its entry; or

d. A court of competent jurisdiction finds that the Successful Proposer has failed to adhere to any laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction; or

e. The Successful Proposer fails to communicate with TDLR as required by the Contract, or

f. The Successful Proposer fails to remove any person from work relating to the Contract upon written notice from TDLR; or

g. The Successful Proposer breaches the RFP’s standard of confidentiality with respect to this RFP or the goods or services provided thereunder; or

h. TDLR makes a written determination that the Successful Proposer has failed to substantially perform under the Contract and specifies the events resulting in the TDLR’s determination thereof; or

i. The Successful Proposer fails to comply with any of the terms, conditions, or provisions of the Contract, in any manner whatsoever; or

j. The Successful Proposer engages in any conduct that results in a negative public impression including, but not limited to, creating even an appearance of impropriety with respect to TDLR, the Successful Proposer, or the State of Texas.

3.15 Termination Related to Availability of Legislative Appropriations

All obligations of TDLR are subject to the availability of legislative appropriations and are subject to statutory restrictions of the Texas Legislature and the Texas Constitution. The Successful Proposer acknowledges the ability of TDLR to make payments under the Contract is contingent upon the continued availability and authorization for expenditure of funds. The Successful Proposer further acknowledges funds may not be specifically appropriated for the Contract and TDLR’s continual ability to make payments under the Contract is contingent upon the funding levels appropriated to the agency. TDLR will use all reasonable and lawful efforts to ensure funds are available. The Successful Proposer agrees if future levels of funding for TDLR are not sufficient to continue operations without operational reductions, TDLR, in its sole discretion, may terminate the Contract, either in whole or in part. In the event of such termination, TDLR will not be considered to be in default or breach under the Contract, nor shall it be liable for any damages or other amounts caused by or associated with such termination.