ESBD_541704_1784750311893_TRS000696_Draft Contract_Final.docx

Solicitation Section IX:

Draft Contract* *This is a draft and not a binding document.

Teacher Retirement System of Texas

Contract Signature Page

This Contract is entered into by and between the Teacher Retirement System of Texas (“TRS”), with a principal place of business at 1900 Aldrich Street, Austin, Texas 78723, and [Contractor name] (“Contractor”), with a principal place of business at [Address, City, State, Zip Code]. TRS and Contractor are referred to collectively herein as “Parties” and each, “Party.”

TRS Contract Number: [Contract number]

TRS Contract Name: Training Services

Effective Date: Date of latest signature below or [month, day, year], whichever later

Initial Term: From Effective Date through [month, day, year]

Optional Renewal Term(s): None

Contract Not-to-Exceed Amount: $[Contract Not-to-Exceed Amount]. TRS does not guarantee a minimum contract amount.

Description of Work: Contractor shall provide a comprehensive suite of training services in one or more of the following three (3) areas: Communication Skills; Core Manager Training; Leadership Development.

[signatures appear on next page]

By:

By:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

Vendor ID Number:

Procurement and Contracts Representative:

Public Certification(s):

CTCD, CTCM

Date:

Contract Documents List Contract Documents List

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

1. Contract Signature Page

2. Contract Documents List

3. TRS General Terms and Conditions

4. Scope of Work

5. Notices, Representatives, and Records Location

6. List of Key Personnel

7. Price Form

8. Insurance Requirements

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

10. Veteran Heroes United in Business Subcontracting Plan Requirements and Information

11. Signed Certification Regarding the Public Nature of Responses (incorporated by reference)

12. Exhibits A. TRS Allowable Travel Expenses B. Solicitation Number TRS000696 Posted on July 22, 2026, and Related Addenda (incorporated by reference) C. Contractor’s Best and Final Offer (incorporated by reference) D. Contractor’s Initial Response to Solicitation (incorporated by reference)

TRS General Terms and Conditions Teacher Retirement System of Texas General Terms and Conditions These General Terms and Conditions ("Terms and Conditions") are incorporated for all purposes into the contract (“Contract”) between the Teacher Retirement System of Texas ("TRS") and Contractor. To the extent any provision contained in these Terms and Conditions conflicts with any provision contained elsewhere in the Contract, it is expressly understood and agreed that the provision contained in these Terms and Conditions shall control to the extent necessary to resolve the conflict.

1. Independent Contractor. Contractor and its employees, representatives, agents, subcontractors, suppliers, and third-party contractors shall serve as independent contractors in providing the services under this Contract. This Contract shall not create any joint venture, partnership, agency, or employment relationship between Contractor and TRS. Neither Contractor nor TRS is an agent of the other or may make commitments on the other party’s behalf. Contractor shall have no claim against TRS for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

2. E-Verify Program. Contractor certifies that for contracts for services it shall utilize the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of all persons hired by Contractor during the term of the Contract to perform duties in Texas and all persons, including subcontractors, assigned by Contractor during the term of the Contract to perform work pursuant to the Contract within the United States of America.

3. Subcontractors. For purposes of this clause, “subcontractor” does not include an affiliate of Contractor. Contractor may not subcontract the work or obligations due under this Contract without the prior written approval of TRS. Contractor expressly understands and acknowledges that in entering such subcontract(s), TRS is in no manner liable to any subcontractor(s) and all acts and omissions of any subcontractor(s) are imputed to Contractor. In no event shall this provision relieve Contractor of the responsibility for ensuring that services performed under subcontracts are rendered in compliance with this Contract.

4. Criminal Background Checks. Contractor shall comply with, and cause any subcontractor provided by Contractor to comply with, TRS’ Background Check Policy ("BCP"). Contractor agrees pursuant to the BCP that when TRS determines that a criminal background check ("CBC") is required, TRS will conduct the CBC and Contractor shall reimburse TRS for the costs incurred by TRS in conducting the CBC. All information pertaining to a CBC shall only be provided to an authorized representative of TRS’ Organizational Excellence division.

5. No Conflicts of Interest. Contractor represents and warrants that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. Contractor shall give notice to TRS of any actual, apparent, or potential conflict of interest as defined in, and in the manner required by, applicable law.

6. Dealings with Public Servants Affirmation. Contractor represents and warrants that it has not given, offered to give, or 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 Contract.

7. Financial Participation Prohibited Affirmation. Contractor certifies that neither Contractor, nor any person or entity represented by Contractor, has received compensation from TRS to participate in the preparation of any specifications or solicitation on which this Contract is based. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive this Contract and acknowledges that the Contract may be terminated, and payment withheld, if this certification is inaccurate.

8. Intellectual Property. Except as it concerns software-as-a-service products, to the extent services include deliverables created and produced by Contractor pursuant to the Contract, the term “Work” is defined as all work products, designs, specifications, systems, software, programs, intellectual property, deliverables, or other property generated for the benefit of TRS in connection with services provided under the Contract. TRS and Contractor each consider the Work and all products and results of services to be a work made for hire. Contractor agrees that the Work, and all rights therein, belongs to and shall be the sole and exclusive property of TRS. If for any reason the Work would not be considered a work-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to TRS, its successors and assigns, the entire right, title, and interest in and to the copyright in the Work and all works based upon, derived from, or incorporating the Work. Contractor shall execute all papers and perform such other property rights as TRS may deem necessary to secure for TRS the rights herein assigned. Failure to timely deliver such Work to TRS shall constitute a material breach of Contract. Contractor shall not retain copies of the Work without TRS’ prior written consent. To the extent Work includes intellectual property created before the Effective Date or otherwise independent of the Contract (“Independent Assets”), Contractor hereby grants TRS a perpetual, irrevocable, royalty-free license solely for TRS’ internal business purposes for TRS to use, reproduce, create derivative works from, and distribute any such Independent Assets embodied in or delivered in conjunction with Work.

9. Taxes. Purchases made for State of Texas use are exempt from state sales and federal excise taxes. TRS will furnish tax exemption certificates upon request. Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from the Contract, including, but not limited to, federal, State, or local income, sales, or excise taxes of Contractor or its employees. TRS shall not be liable for taxes resulting from the Contract.

10. Excess Obligations Prohibited. This Contract is subject to termination or cancellation, without penalty to TRS, either in whole or in part, subject to the availability of state funds. Contractor understands that nothing in the Contract creates an obligation or liability exceeding budgeted funds currently available to TRS during the current biennium, except to the extent that TRS' Board of Trustees ("Board") determines that expenditure of pension trust funds exceeding the amounts currently budgeted to compensate Contractor for performance of services is necessary for fulfilling the Board's fiduciary duties.

11. Invoices and Payment. Contractor shall submit invoices through TRS’ Procurement and Vendor E-System (PAVES). Vendors will be required to activate an account in PAVES to submit invoices. Payment to Contractor will be made within thirty (30) days of TRS’ receipt of Contractor’s undisputed invoice. No increase in any amount due by TRS under this Contract shall be binding on TRS without TRS’ prior written consent. Interest for late payments shall be governed by the Texas Prompt Payment Act, chapter 2251 of the Texas Government Code.

12. Reimbursement for Travel. Travel reimbursement is limited to actual costs incurred by Contractor and shall not exceed the maximum allowed for State employees by the Texas Comptroller of Public Accounts. Contractor will not be compensated for any travel expenses, unless contemplated by this Contract and otherwise pre-approved by TRS in writing. Under no circumstances will Contractor be compensated for off-duty hours while traveling.

13. Release of Payment Claims by Contractor. Contractor agrees that its acceptance of final payment under the Contract constitutes a complete and legally effective release of TRS and waiver of all known or unknown payment claims against TRS related to the Contract.

14. Contracting Information Responsibilities. In accordance with Section 552.372 of the Texas Government Code, Contractor agrees to (1) preserve all contracting information related to the Contract as provided by the records retention requirements applicable to TRS for the duration of the Contract, (2) promptly provide to TRS any contracting information related to the Contract that is in the custody or possession of Contractor on request of TRS, and (3) on termination or expiration of the Contract, either provide at no cost to TRS all contracting information related to the Contract that is in the custody or possession of Contractor or preserve the contracting information related to the Contract as provided by the records retention requirements applicable to TRS. Except as provided by section 552.374(c) of the Texas Government Code, the requirements of subchapter J of chapter 552 of the Texas Government Code may apply to the Contract and Contractor agrees that the Contract can be terminated if Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.

15. Records Retention; Inspection of Records. Contractor shall maintain and retain all records relating to Contract performance, including supporting fiscal documents that are adequate to ensure that claims for contract funds are made in accordance with applicable State of Texas requirements. Contractor shall maintain and retain these records in accordance with TRS' records retention schedule for a period of seven (7) years after the Contract expiration date or until all associated audit, claim, and litigation matters are resolved, whichever is later. During any term of the Contract, Contractor shall, at reasonable times and upon reasonable notice, permit TRS, its agents, and authorized state and federal agencies to have access to all records pertaining to the Contract, as necessary, for purposes of inspection, monitoring, copying, audit, and evaluation.

16. TRS Data and Confidentiality.

16.1 The term “TRS Data” refers to TRS information, as well as other entity information in the possession of TRS, other than Contractor’s intellectual property, that is processed, stored, or transmitted by a computer, including data generated by Contractor in performance of Contract services. For purposes of the Contract, TRS Data maintained by or for TRS constitutes confidential information and includes information confidential by law or otherwise excepted from disclosure under the TPIA. Contractor shall maintain the confidentiality of TRS Data and prevent unauthorized disclosure. Contractor will not collect, access, use, disclose, or retain TRS Data other than as necessary to perform Contract services or as otherwise authorized in writing by TRS. Contractor will restrict access to TRS Data to only those personnel who must have the information on a “need to know” basis. Contractor will not use TRS Data or any information derived from TRS Data for its own benefit or the benefit of any other person or entity. Except to the extent required to perform Contract services, Contractor will not share TRS Data with its parent company or other affiliate without TRS’ express written consent.

Contractor shall not disclose TRS Data to any third party, except as specifically provided in the Contract or as required by applicable law or court order. Contractor shall notify third parties to whom TRS Data is disclosed of the confidentiality terms of the Contract. Where disclosure of TRS Data to any third party is required by applicable law or court order, Contractor, as permitted by law, shall notify TRS prior to its disclosure.

16.2 Contractor shall implement and document a comprehensive information security program and use reasonable security practices to make its services secure. If the security of any TRS Data is compromised or breached, Contractor shall immediately notify TRS both orally by telephone and in writing, but no later than 12 hours after it becomes aware of the compromise or breach and reimburse TRS for reasonable out-of-pocket expenses directly resulting from such compromise or breach. In the event a compromise or breach involves a person’s sensitive personal information, Contractor shall comply with the notice requirements of section 521.053 of the Texas Business and Commerce Code and provide identity theft protection services for one (1) year for each affected person.

16.3 Contractor's obligations under this provision shall survive termination of the Contract.

17. Public Information Act. Information, documentation, and other material in connection with the Contract may be subject to public disclosure under chapter 552 of the Texas Government Code, also known as the Texas Public Information Act ("TPIA"). In accordance with section 2252.907 of the Texas Government Code, Contractor is required to make information created or exchanged with the State under the Contract and not otherwise excepted from disclosure under the TPIA available in a format accessible to the public at no additional charge to the State. Contractor waives any claim against and releases from liability TRS, its trustees, employees, agents, attorneys, and TRS as trustee of any trust fund managed by TRS, with respect to requested information related to the Contract determined by the Office of the Attorney General of Texas (“Attorney General”), a court of law, or TRS to be subject to disclosure under the TPIA.

18. Insurance. Contractor shall procure and maintain at Contractor’s expense throughout the Contract term and any renewals or extensions thereof insurance coverage as may be specified in the Contract. TRS may issue a written request for applicable certificates of insurance which Contractor shall provide to TRS within a reasonable amount of time.

19. Force Majeure. Neither Contractor nor TRS shall be liable to the other for any delay in or failure of performance of any Contract requirement caused by force majeure events, such as war or an act of war, order of legal authority, act of God, work stoppages due to labor strikes, lockouts, fires, explosions, hurricanes, floods, failure of transportation, epidemics, riots, sabotage, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed, provided the non-performing party exercises all reasonable due diligence to perform. TRS reserves the right to employ any means legally permissible to have Contract services performed during a force majeure event.

20. INDEMNIFICATION.

20.1 CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND TRS AND THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, THIRD-PARTY CLAIMS, DEMANDS, SUITS, FINES, OR PENALTIES AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF CONTRACTOR 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. CONTRACTOR SHALL ALSO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND TRS FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY ARISING OUT OF THE PERFORMANCE OF SERVICES.

20.2 CONTRACTOR AND TRS AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY CLAIMS. THE DEFENSE SHALL BE COORDINATED BY CONTRACTOR WITH THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING CONCURRENCE FROM THE ATTORNEY GENERAL. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, TRS SHALL NOT INDEMNIFY CONTRACTOR OR ANY OTHER ENTITY UNDER THE CONTRACT.

21. LIMITATION OF LIABILITY. TRS’ LIABILITY UNDER THE CONTRACT IS SUBJECT TO CHAPTER 2260 OF THE TEXAS GOVERNMENT CODE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR REVENUES, ANTICIPATED OR OTHERWISE, IN CONNECTION WITH OR ARISING OUT OF THE SUBJECT MATTER OF THE CONTRACT. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, NO DISCLAIMER OR LIMITATION OF LIABILITY SHALL APPLY TO CONTRACTOR’S INDEMNIFICATION OBLIGATIONS OR DAMAGES CAUSED BY CONTRACTOR’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

22. Termination. TRS may terminate all or any part of the Contract for cause, default, or breach by providing Contractor with advance written notice. Upon Contractor's receipt of the notice, Contractor shall cease performing services, except those directly pertaining to Contractor's efforts to cure the breach. Within ten (10) days of Contractor's receipt of the notice, Contractor must cure the breach or demonstrate to TRS’ satisfaction that a breach has not occurred. If Contractor does not timely cure the breach or demonstrate to TRS' satisfaction that a breach has not occurred, TRS may immediately terminate the Contract. TRS may also terminate all or any part of the Contract for convenience, without cost or penalty, by providing Contractor with thirty (30) calendar days' advance written notice. Upon receipt of the notice, Contractor shall, unless otherwise mutually agreed upon in writing, cease all work immediately upon the effective date of termination. TRS shall be liable for payments limited only to the portion of work authorized by TRS in writing and which Contractor has completed, delivered to TRS, and which has been accepted by TRS. TRS shall have no other liability, including no liability for costs associated with termination.

23. Non-Exclusive Remedies. If Contractor defaults, TRS shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to suspend, terminate, or seek specific performance. In addition, TRS may (itself or through another contractor) complete Work and Contractor shall pay TRS costs and expenses reasonably incurred in completing Work, resulting from delay in completing Work, and in connection with Contract termination. These remedies are not exclusive and TRS reserves all other rights and remedies available under the Contract.

24. Debarment. Contractor certifies that it and its principals are not suspended or debarred from doing business with the State of Texas or the federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management maintained by the General Services Administration.

25. Excluded Parties. Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism," published by the United States Department of the Treasury, Office of Foreign Assets Control ("OFAC"). Contractor also certifies that no principal, partner, member, director, officer, or holder of a controlling interest in Contractor is under sanctions programs or lists administered by OFAC, including the List of Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended from time to time.

26. Foreign Terrorist Organizations. Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as defined under federal and state law.

27. Foreign Adversaries. Respondent or Contractor certifies that neither Respondent or Contractor, nor any of its holding companies or subsidiaries, is: a) listed in Section 889 of the 2019 National Defense Authorization Act (“NDAA”); b) listed in Section 1260H of the 2021 NDAA; c) owned by the government of a country on the U.S. Department of Commerce's (“USDOC”) foreign adversaries list under Section 791.4 of Title 15 of the Code of Federal Regulations (“CFR”); or d) controlled by any governing or regulatory body located in a country on the USDOC’s foreign adversaries list under Section 791.4 of Title 15 of the CFR.

28. Boycotts and Discrimination. Contractor certifies and verifies that it: 1) does not boycott Israel and will not boycott Israel during any term of the Contract; 2) does not boycott energy companies and will not boycott energy companies during any term of the Contract; and 3) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during any term of the Contract against a firearm entity or firearm trade association.

29. Critical Infrastructure Affirmation. Pursuant to section 2275.0102 of the Texas Government Code, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under section 2274.0103 of the Texas Government Code or (2) headquartered in any of those countries.

30. Business Operations and Practices. Contractor represents and warrants that: a) it is in good standing and authorized to do business in the State of Texas; b) it is compliant with or exempt from State of Texas franchise tax requirements; c) it and its officers have not been the subject of allegations of deceptive trade practice violations under chapter 17 of the Texas Business and Commerce Code or unfair business practices in an administrative hearing or court suit; and d) it and its officers have not been found liable for deceptive trade or unfair business practices in such proceedings. Contractor agrees to promptly notify TRS in writing upon any material change in its authorization, licensing, or certification status in any jurisdiction where authorization, licensure, or certification is required to perform Contract services.

31. Antitrust Affirmation. Contractor represents and warrants that neither Contractor nor the firm, corporation, partnership, or institution represented by Contractor or anyone acting for such has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983, chapter 15 of the Texas Business and Commerce Code or federal antitrust laws; or (2) communicated directly or indirectly the contents of the Contract to any competitor or other person engaged in the same line of business as Contractor.

32. Legal and Regulatory Actions. Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency actions, proceedings, or investigations pending or threatened against Contractor or any individuals or entities who will provide services under the Contract within the five (5) calendar years immediately preceding the date of execution of the Contract that would or could impair Contract performance or otherwise relate to Contract services. Contractor shall notify TRS in writing within five (5) business days of any changes to this representation and warranty and agrees that failure to do so shall constitute breach of contract and may result in immediate termination of the Contract.

33. Child Support Obligation Affirmation. Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.

34. Executive Head of a State Agency Affirmation. In accordance with section 669.003 of the Texas Government Code, Contractor certifies that it is not (1) the executive head of TRS, (2) a person who at any time during the four years before the date of the Contract was the executive head of TRS, or (3) a person who employs a current or former executive head of TRS.

35. Disclosure of Prior TRS Employment. Contractor represents and warrants that none of its employees authorized to provide Contract services has been employed by TRS at any time during the two years immediately preceding the date of Contract execution.

36. Debts and Delinquencies Affirmation. Contractor agrees that payments due under the Contract shall be applied towards any debt or delinquency owed to the State of Texas.

37. False Statements. Contractor represents and warrants that all statements and information prepared and submitted to TRS by Contractor prior to execution of the Contract are current, complete, true, and accurate. Contractor acknowledges that submission of false statements or material misrepresentations shall constitute material breach of and may void the Contract.

38. Continuing Obligations.

39. Assignment.

39.1 Assignment of Payment. In accordance with the “Signature Authority” provision of these Terms and Conditions, Contractor shall provide TRS with notice of assignment of payment due under this Contract as promptly as possible.

39.2 Assignment of Contractual Performance. Contractor shall not assign its rights under the Contract or subcontract or otherwise delegate performance of its duties under the Contract without prior written approval from TRS. In the event approval is given, the assignee, subcontractor, or delegate shall be subject to all Contract terms and conditions. Any attempted assignment in violation of this provision is void and without effect. Contractor shall provide TRS with sufficient notice of the proposed assignment and supporting documentation which will enable TRS to timely complete its review.

40. No Third-Party Beneficiaries. The Contract is made solely and specifically among and for the benefit of the parties named herein and their respective successors and assigns and no other person shall have any right, interest, or claims hereunder or be entitled to any benefits pursuant to or on account of the Contract as third-party beneficiary or otherwise.

41. Publicity and Endorsement. Contractor shall not use TRS' name, logo, or other likeness in any press release, marketing material, or other announcement without TRS' prior written approval. TRS does not endorse any vendor, commodity, or service. Contractor is not authorized to make or participate in any media release or public announcement relating to the Contract or the services to which it relates without the prior written consent of TRS' Executive Director or Deputy Director.

42. Dispute Resolution. The dispute resolution process provided for in chapter 2260 of the Texas Government Code must be used to attempt to resolve any claim for breach of contract made by Contractor that cannot be resolved in the ordinary course of business. All remedies for claims of breach of contract shall be governed by chapter 2260 of the Texas Government Code.

43. Sovereign Immunity. Nothing in the Contract shall be construed as a waiver of TRS' or the State of Texas' sovereign immunity or any of the privileges, rights, defenses, remedies, or immunities available to TRS 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 TRS or the State of Texas under the Contract or applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. TRS does not waive any privileges, rights, defenses, or immunities available to TRS by entering the Contract or by its conduct prior to or after entering the Contract.

44. Governing Law and Venue. The Contract shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law provisions. The venue of any suit arising under the Contract shall be considered fixed in any court of competent jurisdiction of Travis County, Texas.

45. Notice. Except as otherwise specifically provided under the Contract, notice to TRS shall be made in writing and delivered to the following addresses, as applicable:

For Information Security Matters:

Information Security Office Teacher Retirement System of Texas 1900 Aldrich Street Austin, Texas 78723 InfoSec@trs.texas.gov For Legal and Compliance Matters:

Legal and Compliance Teacher Retirement System of Texas 4655 Mueller Boulevard Austin, Texas 78723 LegalNotices@trs.texas.gov Notice shall be deemed to have been duly given to TRS: (a) if delivered by hand, courier, or overnight delivery service upon delivery; (b) if sent by certified or registered mail return receipt requested with first-class postage prepaid two business days after deposit in the mail; or (c) in the case of electronic mail, when sent. Notice must be sent to the applicable electronic mail address set forth above or at such other electronic mail address as TRS may furnish to Contractor. The parties shall promptly notify each other in writing of any change of address, telephone number, or electronic mail address.

46. 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.

47. No Implied Waiver. Failure of a party to require performance by another party under the Contract will not affect the right of such party to require performance in the future. No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. A waiver by a party of any breach of any Contract term shall not be construed as a waiver of any continuing or successive breach.

48. Severability. If any provision of the Contract is construed to be illegal or invalid, such construction will not affect the legality or validity of any other provision. The illegal or invalid provision will be deemed severable and stricken from the Contract as if it had never been incorporated herein, but all other provisions will continue in full force and effect.

49. Survival. Expiration or termination of the Contract for any reason does not release Contractor 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.

50. Entire Contract. All exhibits to the Contract are intended to be attached and incorporated herein by reference as if set forth in full. The Contract sets forth the final, complete, and exclusive understanding of the parties with respect to contemplated services and supersedes all prior and contemporaneous oral or written contracts, understandings, representations, and negotiations between the parties relating to the subject matter of the Contract.

51. Amendments. The Contract may be amended only in a writing signed by authorized representatives of TRS and Contractor.

52. Renewals and Extensions. TRS may renew the Contract in accordance with the terms of the Contract. TRS may also unilaterally extend the Contract for 180 days beyond its expiration.

53. Signature Authority. Each party represents and warrants that the individual signing the Contract has authority to execute it on the respective party’s behalf. The Contract may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. Counterparts may be executed and delivered via electronic signature by either party and the receiving party may rely on the receipt of such counterpart as if the original had been received. Any written authorization provided by an individual of a party who lacks delegated authority is non-binding as to any purported agreement between the parties.

Scope of Work A. Description of Work

Contractor shall provide:

1. a comprehensive suite of training services in one or more of the following three (3) areas:

a. communication skills

b. core manager training

c. leadership development

2. demonstrable, high-quality content, instruction, and delivery for all training services

3. training resources, supporting materials, and comprehensive catalogs of customizable, off-the-shelf learning offerings in the areas of communication skills, core management, and leadership development

4. emails and virtual meetings related to pre- and post-training development

B. Approach for Delivering Training Services

Contractor shall provide training in either format listed below:

1. live, on-site training with instructor(s) physically present at designated TRS training facilities; or

2. live, remote training with instructor(s) delivering real-time instruction through industry-standard virtual training platforms.

C. Deliverable Requirements

Contractor shall provide:

1. scheduled training dates

2. Email confirmation to TRS’ Contract Manager acknowledging acceptance of all assigned training due dates and deliverable timelines

3. planning sessions with TRS staff for purposes of contextualizing training to be provided (e.g., identifying scenario examples, applicability of frameworks and tools, etc.), agreeing on learning objectives, and previewing and approving training materials prior to delivery

4. emails to IMD’s Talent Management Head of Learning & Development a minimum of four (4) and two (2) weeks prior to each scheduled training event confirming Contractor’s readiness for training and for purposes of ensuring alignment with TRS requirements

5. training sessions facilitated and led by qualified instructors

6. virtual delivery platforms for training sessions (e.g., Adobe Connect, Zoom, etc.)

7. pre- and post-training assignments, as applicable

8. participant self-assessment tools, as appropriate to the training topic

9. sustainment activities designed to reinforce knowledge retention and application

Contractor shall provide deliverables in accordance with target due dates and written notice to TRS of any known or potential issues with Service performance within twenty-four (24) hours of Contractor becoming aware of any such issues.

D. Acceptance Criteria for Deliverables

1. TRS will review all deliverables and provide Contractor with acceptance of proposed training by email prior to training

2. If TRS determines that a deliverable does not meet Contract requirements, TRS may reject the deliverable and provide written notice to Contractor identifying the deficiencies. Contractor shall have five (5) calendar days from receipt of the notice to correct deficiencies and resubmit the deliverable. After receiving the revised deliverable, TRS will have ten (10) calendar days to review and either accept or reject it.

3. TRS may require pilot sessions with smaller groups to determine whether Services conform to Contract requirements

4. TRS may also perform audits of training sessions and class learning events and survey participants about training effectiveness

E. Invoicing Requirements

Contractor must use PAVES to submit invoices. For more information, go to: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx. Contractor shall aggregate deliverables and submit them on one invoice after they are accepted by TRS and completed by Contractor. TRS shall have no obligation to pay for deliverables that are rejected, incomplete, or non-conforming. Invoices will be reviewed and may be rejected for failure to comply with invoice requirements. Fees shall be payable in arrears and prorated based on the number of days in which Services were provided.

Invoices must include:

1. Contractor’s name and mailing address

2. name and telephone number of person designated by Contractor to answer questions regarding invoice

3. Texas Comptroller-issued vendor identification number or social security number

4. TRS Contract, Purchase Order number, or both, as applicable

5. a detailed description of each deliverable in sufficient detail to identify and confirm receipt of the deliverable relating to the invoice

6. dates of Services/deliverables covered by the invoice

Any approved travel costs must be included in submitted invoices and adhere to TRS’ Allowable Travel Expenses document.

F. Communication Plan

Upon execution of any Contract resulting from this Solicitation, TRS will set up a kickoff meeting with Project Manager for purposes of reviewing and discussing:

1. Contract performance and deliverables

2. Timing of Contract deliverable delivery

3. Required forms, such as insurance certificates

4. Contract terms and conditions

5. Invoicing requirements

6. Performance monitoring

7. Any enhanced monitoring, if applicable

8. Contract close-out process

Below is the established communication plan for the Contract, which outlines how TRS and Contractor will communicate throughout the term of the Contract. Contractor shall communicate via email and telephone with the following TRS staff:

· Marissa Keshner, Head of Talent Development

· Jenna Gura, IMD Talent Management Coordinator

· Horacio Zambrana, Chief Talent Management Officer

· Sadie Williams, Contract Manager

Day-to-day activities will be conducted between TRS’ Talent Development Team and Contractor’s Account Representative. Contractor shall timely respond to TRS staff questions within two (2) business days. On a calendar quarterly basis, Project Manager shall meet with TRS’ Contract Manager or his or her designee to discuss completed, ongoing, and upcoming projects or research needs which will be either in person or via conference call. More frequent meetings may be required, if either TRS or Contractor deems them necessary to ensure a project’s successful completion.

G. Contractor Staffing

Contractor shall provide TRS with written notification of any anticipated changes to Key Personnel, and all such changes must be approved in writing by TRS prior to any such change and not have a negative impact on Service performance or timely delivery of deliverables. TRS reserves the right to request that Contractor replace any Contractor employee whom TRS judges as incompetent, careless, unsuitable, or otherwise objectionable, or whose continued use is deemed contrary to the State's and TRS' best interests. Upon receipt of a formal written request from TRS’ Primary Contact, Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform Services required by the Contract, subject to the approval of TRS. Contractor may not use a subcontractor without first receiving written approval from TRS regarding the proposed subcontractor. If Contractor is required to submit a VetHUB Subcontracting Plan (“SP”) and the proposed subcontractor is not listed on it, an amendment of the SP will be required. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been added to the SP.

H. Performance Monitoring

TRS may, in its sole discretion, consider Contractor’s performance during the life of any Contract resulting from this Solicitation. TRS will provide written feedback on Contractor's performance at the end of each term and before a renewal option is exercised. TRS reserves the right of non-renewal or early termination of the Contract for substandard performance and to publish and distribute results of performance reviews or other quality or compliance reviews pursuant to section 20.509 of title 34 of the Texas Administrative Code. If TRS identifies substantial deficiencies regarding Contractor’s performance or competence in delivering Services, TRS may require corrective action to correct the deficiencies. TRS will monitor Contractor’s performance and may use the monitoring results to evaluate Contractor’s ability to provide adequate services to TRS in the Contract or future contracts. If Contractor fails to meet Contract goals and expected results, TRS may reduce the scope of or terminate the Contract at no cost or penalty to TRS.

I. Escalation and Good Faith Negotiations

An issue to be escalated shall be first addressed by TRS’ Contract Manager and Contractor’s Representative. If the issue remains unresolved, the issue will be escalated to representatives of the Parties of increasing authority who have authority to resolve issues. The Parties will attempt in good faith to resolve any claim or controversy arising out of or relating to the execution, interpretation, and performance of Services through prompt negotiation between representatives of the Parties who have authority to settle the controversy.

Notices, Representatives, and Records Location

Notices, Representatives, and Records Location Representatives. The individual(s) named below are the representatives of TRS and Contractor. They are authorized to give and receive communications and directions on behalf of TRS and Contractor as indicated below. All communications including official contract notices must be addressed to the appropriate representative or his or her designee.

Changes in Representatives. Either party may change its representatives by written notification and updating this form which becomes part of the contract document.

TRS Representatives.

For Contractual Matters (Business Unit)

For Project Matters (Business Unit)

Sadie Williams

Marissa Keshner

(Name)

(Name)

Contract Manager

Head of Talent and Development

(Title)

(Title)

1900 Aldrich Street Austin, Texas 78723

Austin, Texas 78723

Telephone No.: +1 737-242-4101

Telephone No.: +1 512-542-6240

Email: Sadie.Williams@trs.texas.gov

Email: Marissa.Keshner@trs.texas.gov

For Information Security Matters

For Legal and Compliance Matters

Information Security Office

Legal and Compliance

Teacher Retirement System of Texas

Austin, Texas 78723

Teacher Retirement System of Texas 4655 Mueller Boulevard Austin, Texas 78723

Email: InfoSec@trs.texas.gov

Email: LegalNotices@trs.texas.gov

Contractor Representatives.

For Contractual Matters

For Technical Matters

(Name)

(Name)

(Title)

(Title)

(Mailing Address)

(Mailing Address)

(City) (State) (Zip Code)

(City) (State) (Zip Code)

Telephone Number: ( )

Telephone Number: ( )

Email:

Email:

Designated Location for Records Access and Review. Contractor designates the physical location indicated below for record access and review pursuant to any applicable provision of this Contract:

(Physical Location Address Line 1)

(Physical Location Address Line 2)

List of Key Personnel

List of Key Personnel

This is a placeholder for Contractor’s List of Key Personnel. Please note that Contractor must provide TRS with written notification of any proposed changes to approved key personnel before making changes, and all changes must be approved by TRS.

Price Form Price Form

Pricing shall be fully loaded, firm, fixed, or based on hourly rates that are inclusive of all costs of performance, including materials, equipment, labor, communication, and planning to successfully complete Services. Annual pricing shall be applied throughout the five (5) year Contract term without price escalation. No amount will be paid for costs or charges incurred that are not listed on this form. Pricing shall be inclusive of travel, meals, lodging, or other related expenses. Direct costs for travel expenses will be paid, provided prior written approval is obtained from TRS’ Contract Manager. Payment of travel costs will be reviewed on a case-by-case basis and is not guaranteed. If approved, travel costs shall be paid in accordance with State of Texas per diem rates and guidelines. Submitted invoices shall include itemized travel expenses to the extent applicable.

Insurance Requirements Insurance Requirements

1. Coverages Required

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

Workers’ Compensation Insurance:

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

Employer’s Liability Insurance:

Excess Liability and Umbrella Liability insurance may be combined to meet the following minimum amounts:

i. Bodily Injury, $500,000 per accident; and

ii. Disease, $500,000 per employee; or

iii. Aggregate policy limit of $1,000,000.

Commercial General Liability Insurance:

Coverage for claims of personal injury and bodily injury, including accidental death, and property damage which may arise from performance of the Contract. Property Damage, Premises and Operations Hazards, Independent Contractor’s, and Contractual Liability coverage types are required. Excess Liability and Umbrella Liability insurance may be combined to meet the following minimum amounts:

i. $500,000 per occurrence with $1,000,000 in the aggregate

2. Policies

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

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

b. Contractor shall furnish to TRS evidence of all required insurance validated by the certificate of insurance. Contractor shall submit certificates of insurance to TRS no later than ten days after Contract award. Contractor shall provide evidence of insurance that displays TRS as Certificate Holder.

c. Contractor’s insurance must be primary insurance with respect to TRS and its trustees and employees. All policies of insurance shall include waiver of subrogation in favor of TRS, its trustees, and employees for bodily injury (including death), property damage, or any other loss arising under the Contract.