ESBD_File_314023_RFP_3202400007_2024_TCE-Mesquite_TX_Final.pdf

1 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021)

REQUEST FOR PROPOSALS (RFP)

2024 Texas Conference for Employers-Mesquite, TX

RFP NUMBER: 3202400007

TEXAS WORKFORCE COMMISSION

101 East 15th Street

Austin, Texas 78778-0001

Responses to this solicitation must be received no later than:

March 1, 2023 at 2:00 PM CT

Indicate the RFP Number and submission deadline date in the subject line of the emailed response.

Pursuant to the Provisions of Texas Government Code §§2156.121 – 2156.127, and Texas Comptroller of Public Accounts rules and regulations adopted thereunder proposals will be received until the date and time established for receipt. After receipt, only the names of Respondents will be made public. Prices and other proposal details will only be divulged after the contract award if one is made.

TWC INVOICE ADDRESS: REFER INQUIRIES TO:

TEXAS WORKFORCE COMMISSION

Accounts Payable (appo@twc.texas.gov) 101 E. 15th Street, Room 446 Austin, TX 78778-0001

TEXAS WORKFORCE COMMISSION

Name: Gaye Smith E-Mail: VendorProposals@TWC.TEXAS.GOV

All requests for information will result in written responses sent to all Respondents known to the TWC.

All responses shall become the property of the State of Texas upon receipt.

NOTE: Failure to sign response at the “Execution of Response” will result in disqualification of the response.

All addenda to and interpretation of this solicitation shall be in writing. The State shall not be legally bound by an addenda or interpretation that is not in writing.

TEXAS WORKFORCE COMMISSION (TWC)

ELECTRONIC RESPONSE SUBMISSIONS EMAILED TO:

VendorProposals@TWC.TEXAS.GOV mailto:appo@twc.texas.gov mailto:VendorProposals@TWC.TEXAS.GOV

RFP NO. 3202400007

2 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021)

Table of Contents

A. PURPOSE

B. GENERAL INFORMATION

C. CONTRACT TERM

D. DESCRIPTION OF PROCUREMENT PROCESS AND ELIGIBLE RESPONDENTS

E. STATEMENT OF WORK

F. PAST EXPERIENCE AND DEMONSTRATED ABILITY OF THE RESPONDENT

G. RESPONSE REQUIREMENTS

H. RESPONSE SCREENING

I. RESPONSE EVALUATION

ATTACHMENT 1 – TERMS & CONDITIONS (12/1/2022)

ATTACHMENT 2 – TITLE PAGE

ATTACHMENT 3 – EXECUTION OF RESPONSE

ATTACHMENT 4 – COST PROPOSAL FORM

ATTACHMENT 5 - QUESTIONS AND ANSWERS

ATTACHMENT 6 – SUBSTITUTE W-9 & DIRECT DEPOSIT FORM

A. PURPOSE

The Texas Workforce Commission (TWC) is seeking responses from qualified vendors for conference/meeting space, food & beverage and sleeping rooms to host a one-day 2024 Texas Conference for Employers in the Mesquite, TX area.

B. GENERAL INFORMATION

Authorized Procurement Contact:

The individual listed below may be emailed for clarification of this RFP and the response submission process. No authority is intended or implied that the specific requirements of this RFP may be amended or alternates accepted prior to submission deadline without written approval of TWC.

Gaye Smith, CTCD, CTCM VendorProposals@TWC.TEXAS.GOV

Respondent questions regarding this RFP:

Submit questions using Attachment 5 - Respondent Questions & Answers Template, no later than January 25, 2023 at 5:00 PM CT. Include the RFP Section and Page number to which each question applies.

TWC will post all Questions & Answers and, if appropriate, an Amended RFP to the Electronic State Business Daily (ESBD) by February 22, 2023 at 5:00 PM CT.

Other Communication:

Communication with any TWC personnel regarding this RFP other than the Authorized Procurement Contact listed is prohibited. Failure to follow this provision may be grounds for disqualification. Respondents desiring further information or interpretation of this RFP (including clarification of discrepancies or omissions) must submit questions in writing to the Authorized Procurement Contact. Telephone inquiries will not be acceptable.

Response Submission:

You must submit your response electronically by e-mail to VendorProposals@TWC.TEXAS.GOV. Reference the Title and RFP No. and the submission deadline date and time, in the subject line. Hard copies received will not be accepted or reviewed.

Responses received after the submission deadline will be disqualified.

TWC is not responsible for responses emailed late, illegible, incomplete, or otherwise considered disqualified due to failure of electronic equipment or operator error.

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4 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021)

Submission Detail:

Required submission format: PDF

Response Due Date: Responses are due no later than March 1, 2023 at 2:00 PM CT.

Response Contents and Organization. Submit in PDF format, one (1) original electronic copy, and one (1) additional electronic copy with any information deemed confidential or proprietary redacted, both of which must be organized as follows:

1. Title Page (Attachment 2)

2. Execution of Response (Attachment 3)

3. Cost Proposal Form (Attachment 4)

4. Questions and Answers (Attachment 5)

5. Substitute W-9 and Direct Deposit Form (Attachment 6)

Should the electronic file attached via email be larger than 50MB, submit your response in multiple emails, indicating the number of emails in the subject line, following the required Title, RFP number, deadline date and time.

Example: 2024 Texas Conference for Employers-Mesquite, TX, 3202400007, 03/01/2023, 2:00 PM CT, Email 1 of XX.

Procurement Schedule:

The following table includes critical pre-award events for the procurement. All dates are subject to change at TWC’s discretion.

Event Date

RFP release date January 18, 2023

Respondent’s questions due January 25, 2023, 5:00 PM CT

TWC posts responses to Respondent’s questions

February 22, 2023

Reponses due March 1, 2023, 2:00 PM CT

Anticipated contract start date February 1, 2024

5 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021)

C. CONTRACT TERM

The contract term will commence on the date the contract is signed and expire on March 1, 2024.

This contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, legislative budget cuts, amendment of the Appropriations Act, TWC consolidation of offices, or any other disruption of current appropriations, provisions of the Termination Article in the Contract shall apply.

D. DESCRIPTION OF PROCUREMENT PROCESS AND ELIGIBLE

RESPONDENTS

1. Eligible Response: TWC will only consider for award those responses that are complete and received by the submission deadline date and time.

2. Eligible Respondents: TWC post notice of the solicitation by emailing the RFP to all potential vendors identified in the Class/Item Category:

971-65: Room Rental or Lease for Conference

971-30: Hotel and Motel Accommodations, including Lodges, Resorts, Bed/Breakfast on the Texas Comptroller of Public Accounts (CPA) Centralized Master Bidders List (CMBL) and by posting the solicitation on the ESBD, which can be accessed at http://www.txsmartbuy.com/esbd (the entire RFP and addendums can be found at this site).

3. Withdrawal of Response: A response may be withdrawn by the Respondent at any time prior to the selection announcement date by emailing the Authorized Procurement Contact identified in the RFP.

4. Amendment of Response: A response may be amended by the Respondent at any time after submission but prior to the due date by emailing the Authorized Procurement Contact.

E. STATEMENT OF WORK

Services shall include, but are not limited to, the requirements contained in this RFP.

Services set forth that contain the words “must” or “shall” are mandatory and must be provided as specified with no alteration, modification, or exception. Services set forth that contain the words “may” or “can” allow respondents to offer alternatives to the way the services are provided. The requested services and corresponding deliverables are identified below.

http://www.txsmartbuy.com/es

6 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021)

1. Conference Dates and Times:

TWC will only consider for award those responses that have the capability to hold the conference as a single day conference with a setup on a Thursday and the conference on Friday.

Preferred 2024 Dates

Feb. 1-2, 2024 Feb. 8-9, 2024 Feb. 22-23, 2024 Feb 29-Mar. 1, 2024

Times needed for the single day conference are:

• Thursday 12:00 PM – 6:00 PM for set up

• Friday 6:30 AM – 5:00 PM registration and the conference

The successful respondent must be able to provide one of the date ranges above or an alternate date that is agreed upon by both parties with Thursday and Friday dates consistent with the required times above.

2. Meeting Space Requirements:

The event space must have the following attributes:

• Room to hold between 500 attendees o Classroom style with linens

• Dedicated Wired Internet Connection or Wireless with a min speed 20mbps down/up at full capacity

• Carpeted event space preferred

• No columns obstructing seated participants from viewing the stage

• 12-foot or 16-foot stage/riser that is Americans with Disability Act (ADA) Compliant

• Podium

The room dimensions including the ceiling height and a diagram of the intended space may be provided along with a potential set-up diagram.

3. Catering:

The successful respondent will provide catering with options for breakfast, morning, afternoon breaks and lunch during the conference.

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4. Registration and Exhibitor Area:

The foyer shall be able to hold 4 skirted six-foot tables for registration with 2 chairs per table. The tables shall be near an outlet or a power strip should be provided.

The foyer shall also hold 18 skirted six-foot tables for exhibitors along with all catering, including snacks. Each table shall have 2 chairs. Should the foyer not support 18 tables for exhibitors, the exhibitor area must be adjacent to the main conference space or within the main conference space. This space must allow for free movement of attendees with no restrictions that could potentially cause a safety issue between the catering and exhibitors space.

Should a respondent choose to utilize a separate exhibitor area, a diagram or map must be provided. The diagram or map must show how the main conference space relates to the exhibitor and catering space. Provided data will be evaluated before proceeding.

5. Sleeping Rooms:

The successful respondent shall have sleeping rooms on the premises. A minimum of

(15) rooms with a maximum of (20) rooms will be made available at the prevailing Government Per Diem rate or lower. The sleeping rooms will be secured via room block on a direct bill. A sleeping room list will be provided by TWC.

6. Comps:

TWC strongly encourages the respondent choose to provide comps to the Texas Workforce Commission, please list all compensations offered. Preferred compensation items include compensated parking for attendees, compensated internet for attendees and staff. Other compensations will be considered but the parking and internet are preferred.

7. Audio Visual:

The Texas Workforce Commission will contract a separate Audio-Visual company through a separate RFP. The contracted Audio-Visual company/companies will travel to each Texas Conference for Employers to facilitate all Audio-Visual requirements of the conference. The successful respondent of this RFP shall work in conjunction with the Audio-Visual team chosen by TWC. This includes granting access to the event space and sharing any outside vendor fees with the Audio- Visual team.

8. Liquidated Damages:

In submitting a Response, the Successful Respondent agrees that the measure of damages in the event of a default or breach by Successful Respondent may be

8 | Page TWC 1601 – RFP 3202400007 2024 TCE-Mesquite, TX (Revised 11.2021) difficult or impossible to calculate. In the event Successful Respondent fails to perform Services or complete the obligations under the Contract in a timely manner, TWC may require Successful Respondent to pay, as liquidated damages and not as a penalty, an amount equivalent to two percent (2%) of the total cost for Services.

TWC may impose, but is not obligated to impose, these liquidated damages in lieu of any monetary damages available to TWC under the Contract or applicable law.

9. Respondent Responsibility

Prior to submitting a bid, respondents are responsible for any 3rd party fees a venue may charge an outside vendor for providing A/V services.

F. PAST EXPERIENCE AND DEMONSTRATED ABILITY OF THE

RESPONDENT

Respondents will provide any relevant information supporting the demonstrated experience and ability to perform the requested services. Respondent will provide examples of other large conferences they have administered. Include how many years the company has been providing these services and any other pertinent information that should be considered in choosing the vendor.

Respondents must submit three past or current projects of similar size and complexity performed within the past five years.

G. RESPONSE REQUIREMENTS

Respondents will provide the following as part of their response:

1. Title Page (Attachment 2)

2. Execution of Response (Attachment 3)

3. The Cost Proposal Form (Attachment 4)

4. Questions and Answers (Attachment 5)

5. Substitute W-9 and Direct Deposit Form (Attachment 6)

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H. RESPONSE SCREENING

1. TWC reviews the submitted responses to determine if they are responsive. For a response to be considered responsive and to be evaluated for selection, the following requirements must be met:

a. The response must have been submitted by the due date and time.

b. The response must be complete with required original signatures.

c. The response must contain all information as instructed in this RFP.

d. The response must be submitted in the format described in the RFP.

2. All responses will be screened for inclusion of all required information prior to release to the evaluation team. TWC may exclude from further consideration for selection any non-responsive response or portion of a response. In compliance with the provisions of Texas Government Code §§ 2155.074, 2155.075, 2156.007, 2157.003 and 2157.125, and 34 Texas Administrative Code (TAC) § 20.36, information obtained from the Texas Comptroller of Public Accounts Vendor Performance Tracking System (VPTS) may be used in evaluating responses for solicitations for goods and services to determine the best value for the state.

3. TWC will review vendor performance in the VPTS maintained by the Comptroller, for all the vendors submitting a response. Poor vendor performance as evidenced by a vendor grade of D or F may disqualify your response. TWC may exclude from further consideration for selection any non- responsive response or portion of a response.

4. Any exceptions or deviations by the Respondent to Attachment 1, TWC’s Terms & Conditions, may make the response unacceptable for award without discussion. If a Respondent proposes exceptions to the Terms & Conditions, TWC may make an award without discussion to another Respondent that did not take exceptions to the Terms & Conditions.

I. RESPONSE EVALUATION

TWC will use a formal evaluation process to select the successful respondent(s). TWC will consider capabilities or advantages that are clearly described in the response, which may be confirmed by technical discussions, oral presentations, site visits, demonstrations, and/or references contacted by TWC. TWC reserves the right for the Authorized Procurement Contact to contact individuals, entities, or organizations that have had dealings with the respondent, whether or not identified in the response.

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Evaluation Criteria

Evaluation of responses will be based on the following criteria and corresponding relative weights.

Evaluation Criteria Weight

1. Cost 40

2. Ability to Perform Services in Statement of Work

3. Past Experience and Demonstrated Ability of the Respondent

Total 100

1. COST (Maximum 40 points)

Complete and submit Attachment 4, Cost Worksheet to indicate your firm, fixed price per deliverable proposed for the project. There will be no allowance for travel, per diem or other miscellaneous expenses.

Individual line item prices may be weighted according to estimated project usage during evaluation. The cost score will be calculated per the formula below:

The following formula will be used in scoring cost proposals:

𝑪𝑪𝑪𝑪𝑪𝑪𝑪𝑪 𝑺𝑺𝑺𝑺𝑪𝑪𝑺𝑺𝑺𝑺 = �𝟏𝟏 −

𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑’𝐑𝐑 𝐑𝐑𝐩𝐩𝐩𝐩𝐩𝐩𝐑𝐑 𝐑𝐑𝐑𝐑𝐑𝐑𝐭𝐭𝐭𝐭 − 𝐋𝐋𝐑𝐑𝐋𝐋𝐑𝐑𝐑𝐑𝐑𝐑 𝐑𝐑𝐩𝐩𝐩𝐩𝐩𝐩𝐑𝐑 𝐑𝐑𝐑𝐑𝐑𝐑𝐭𝐭𝐭𝐭 𝐑𝐑𝐨𝐨 𝐭𝐭 𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑

𝐇𝐇𝐩𝐩𝐇𝐇𝐇𝐇𝐑𝐑𝐑𝐑𝐑𝐑 𝐑𝐑𝐩𝐩𝐩𝐩𝐩𝐩𝐑𝐑 𝐑𝐑𝐑𝐑𝐑𝐑𝐭𝐭𝐭𝐭 𝐑𝐑𝐨𝐨 𝐭𝐭 𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑𝐑 � ∗ 𝟒𝟒𝟒𝟒 𝒑𝒑𝑪𝑪𝒑𝒑𝒑𝒑𝑪𝑪𝑪𝑪

2. ABILITY TO PERFORM SERVICES IN THE STATEMENT OF WORK (Maximum 45 Points)

Points will be given in accordance with Section F based on the Respondent’s ability to perform the services as requested in this RFP.

3. PAST EXPERIENCE AND DEMONSTRATED ABILITY OF THE RESPONDENT

(Maximum 15 Points)

Points will be given based on the Respondents’ Past Experience.

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Competitive Range Determinations

TWC may determine that certain responses receiving the highest or most satisfactory evaluations are within the competitive range for further consideration. TWC may, in the interest of administrative efficiency, place reasonable limits on the number of responses that will be included in the competitive range.

Discussions with Respondents

Discussions may be carried out with Respondents that are within the competitive range, after which revised responses may be requested. Discussions may be conducted for purposes of:

1. clarifying and discussing any aspect of a response;

2. obtaining clarification of response ambiguities;

3. requesting modifications to a response;

4. providing instructions for submitting a revised response.

TWC may select a response for award without any discussions or may elect to hold discussions with only the single most highly qualified respondent.

Best and Final Offers

TWC may, but is not required to, permit Respondents to prepare one or more revised responses. For this reason, Respondents are encouraged to treat their original responses and any revised responses requested by TWC as Best and Final Offers (BAFO).

ATTACHMENT 1 – TWC Terms & Conditions (12/1/2022)

By responding to the solicitation or fulfilling the awarded Purchase Order (PO), the Vendor agrees to the terms and conditions below, which apply to and become a part of every Texas Workforce Commission (TWC) purchase. Only mutual written exceptions will be valid. Where a purchase is made without the Invitation for Bids (IFB), Request for Offers (RFO) or Request for Proposals (RFP) process, IFB/RFO/RFP/Proposal, equates to “Purchase Order” or “Contract” and “Bidder/ Offeror/Proposer/Respondent/Contractor” equates to “Vendor.” Any specification in the solicitation that conflicts with these standard terms and conditions takes precedence. All references to “days” shall be calendar days unless specified otherwise.

***NOTE TO VENDORS: Any terms and conditions attached to a Vendor’s solicitation response will not be considered unless the Vendor specifically refers to them on the face of the first page of its response.

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

1. SOLICITATION RESPONSE REQUIREMENTS

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

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

1.3. Freight: Prices quoted are to include freight prepaid, F.O.B. Destination (Free on Board). Enter unit price on quantity and unit of measure specified - extend and show total. In case of errors in extension, unit prices shall govern.

1.4. Firm Pricing: Prices submitted are expected to be firm for TWC acceptance for one hundred eighty (180) days from the solicitation deadline. "Discount from list" offers are not acceptable unless specifically requested. Cash discounts will not be considered in determining the low offer. All cash discounts submitted will be taken if earned. Prices must remain firm for the duration of the term of the PO/contract.

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

1.5. Ties: In the case of tie bids, the award will be made in accordance with the preferences listed under 34 Texas Administrative Code (TAC) § 20.306.

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

For purchase or lease of computer equipment TWC shall apply a preference for manufacturers that have a computer recycling program as described in 1 TAC § 217.11.

1.7. Bid Alteration/Withdrawal: A submitted response to a solicitation cannot be altered or amended after the solicitation deadline, except by formal negotiation via the RFO/RFP processes. Any alteration made before the solicitation deadline is to be initialed by Vendor or the Vendor’s authorized agent. Vendors are not allowed to withdraw their submitted response after the solicitation deadline without approval by TWC.

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

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

1.10. Other Entities: TWC requests that the Vendor extend the same contract prices and conditions to Local Workforce Development Boards (LWDB) and Child Care Management Services (CCMS) entities contractually linked with TWC if awarded the contract.

1.11. Identify All Parties: TWC requires all business partners, equipment, support or maintenance

12 | Page TWC Terms and Conditions (Revised 12/1/2022)

13 | Page TWC Terms and Conditions (Revised 12/1/2022) providers who will perform under an awarded contract to be identified prior to contract award for TWC approval. Substitutions of providers shall be submitted in writing for TWC approval during the term of the agreement.

1.12. No Travel: TWC will not reimburse a Vendor for travel and expenses unless specifically provided for in the contract documents. In that event, such reimbursement will not exceed the state travel reimbursement rates and limits established by the then current General Appropriations Act.

2. GENERAL CONDITIONS

2.1. Certain Construction Liability Claims: TWC will comply with the provisions of Texas Government Code, Chapter 2272 in the event that a claim for damages arises to which that chapter applies.

2.2. Damage to Grounds and Buildings: Vendor shall be financially responsible for any or all damage done by its employees, agents and subcontractors to TWC grounds and buildings.

Vendor is responsible for the removal of all debris resulting from work performed under the contract.

2.3. Disclosure of Information: TWC, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents, papers and records which are directly pertinent to this procurement.

2.4. Texas Public Information Act:

2.4.1. Information, documentation, and other material in connection with this solicitation or any resulting contract may be subject to public disclosure pursuant to Texas Government Code, Chapter 552 (the “Public Information Act”).

2.4.2. All information submitted in response to the solicitation is subject to public disclosure pursuant to the Public Information Act. In the event of a request for information pertaining to the solicitation, TWC will comply with the provisions of the Public Information Act to protect the interests of the State of Texas. The Public Information Act allows the public to have access to information in the possession of a governmental body. Therefore, the Vendor must clearly identify any confidential or proprietary information on the page on which it appears in the solicitation response and reference the specific exception to disclosure in the Public Information Act that applies. Proprietary information identified by the Vendor in advance will be kept confidential to the extent permitted by state law. Any information not clearly identified as confidential or proprietary shall be deemed to be subject to disclosure pursuant to the Public Information Act.

2.4.3. All information, documentation and other material in connection with the solicitation or any resulting contract will be retained by TWC for the period specified in the Records Retention Schedule created under Texas Government Code, Chapter

441. The information will not be returned to the Vendor who submitted it during the retention period time.

2.4.4. In accordance with Texas Government Code § 2252.907, Vendor is required to make any public information created or exchanged with the State pursuant to any contract with TWC, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to TWC.

2.5. Award of Contract:

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

14 | Page TWC Terms and Conditions (Revised 12/1/2022)

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

2.5.3. Subsequent to award, TWC may, at its sole option, request the Vendor to negotiate contract amendments or renewals as is determined to be in the best interest of the agency or the State.

2.5.4. TWC reserves the right to use a third party to negotiate price related to any Information Technology solicitation or contract.

2.5.5. TWC reserves the right to make an award on the basis of low line-item bid, low total of line items, or in any other combination that will serve the best interest of the State and to reject any and all bid items in the sole discretion of the State.

2.6. Changes in Ownership: During the term of the Contract or any extension or renewal thereof, the Vendor shall notify TWC in writing of any substantial change in the ownership or control of the Vendor as soon as possible, but no later than thirty (30) days before its occurrence.

2.7. Vendor Assignments: No assignment is permitted by the Vendor without prior written consent of TWC. Any written request for assignment must be accompanied by written acceptance of the assignment by the assignee. Except where otherwise agreed in writing by TWC, assignment will not release Vendor from its obligations pursuant to the contract. TWC will comply with the provisions of Texas Government Code § 2262.056, when applicable, by providing notice to the Legislative Budget Board of a proposed assignment prior to approval of the assignment.

2.8. TWC Assignments: TWC may sub-lease or assign equipment and related services provided via the contract to other entities which contract with TWC to provide agency support or services.

2.9. INDEMNIFICATION:

2.9.1. ACTS OR OMISSIONS: VENDOR SHALL INDEMNIFY AND HOLD HARMLESS

TWC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES,

REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES

FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS,

AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT

OF, OR RESULTING FROM ANY ACTS OR OMISSIONS OF THE VENDOR OR

ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR

SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE

OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE

CONTRACT. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE

OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE

NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO

ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM

THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND TWC AGREE TO

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

2.9.2. INFRINGEMENTS: VENDOR SHALL INDEMNIFY AND HOLD HARMLESS TWC,

AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,

ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL THIRD-PARTY

CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS,

COPYRIGHTS, TRADE AND SERVICE MARKS, AND ANY OTHER

INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION

WITH THE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS

CONTRACT. VENDOR AND TWC AGREE TO FURNISH TIMELY WRITTEN

NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE

TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE

15 | Page TWC Terms and Conditions (Revised 12/1/2022)

DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE

ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE

OFFICE OF THE ATTORNEY GENERAL.

2.9.2.1. VENDOR SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE

ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (1)

USE OF THE PRODUCT OR SERVICE BY TWC FOR A PURPOSE OR IN

A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT

DESIGNED, (2) ANY MODIFICATION MADE BY TWC TO THE

PRODUCT WITHOUT VENDOR’S WRITTEN APPROVAL, (3) ANY

MODIFICATIONS MADE TO THE PRODUCT BY THE VENDOR

PURSUANT TO TWC’S SPECIFIC INSTRUCTIONS, (4) ANY

INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TWC,

OR (5) ANY USE OF THE PRODUCT OR SERVICE BY TWC THAT IS NOT

IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE

AGREEMENT.

2.9.2.2. IF VENDOR BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM,

OR TWC PROVIDES VENDOR WITH NOTICE OF AN ACTUAL OR

POTENTIAL CLAIM, VENDOR MAY (OR IN THE CASE OF AN

INJUNCTION AGAINST TWC, SHALL), AT VENDOR’S SOLE OPTION

AND EXPENSE; (1) PROCURE FOR TWC THE RIGHT TO CONTINUE TO

USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, OR (2)

MODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR

SERVICE WITH FUNCTIONALITY EQUIVALENT OR SUPERIOR

PRODUCT OR SERVICE SO THAT TWC’S USE IS NON-INFRINGING.

2.9.3. TAXES/WORKERS’ COMPENSATION/UNEMPLOYMENT INSURANCE –

INCLUDING INDEMNITY:

2.9.3.1. VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE

EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY

RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR’S

AND VENDOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING

OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES

TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO

ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES,

TAXES, INSURANCE, AND WORKERS’ COMPENSATION. TWC SHALL

NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR

OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF

UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION

OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE

OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.

2.9.3.2. VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS TWC,

AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,

CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL

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

RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO

TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT.

VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE

INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE

COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY

GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS

IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY

SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE

16 | Page TWC Terms and Conditions (Revised 12/1/2022)

FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND TWC

AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF

ANY SUCH CLAIM.

2.10. Vendor Performance: In accordance with Texas Government Code §§2155.074, 2155.075, 2156.007, 2157.003 and 2157.125, Vendor performance may be used as a factor in the award.

2.11. Force Majeure: TWC may grant relief from performance of an awarded contract or PO, or extend a performance period, if the Vendor is prevented from compliance and performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault of the Vendor. If the Vendor requests the relief, the burden of proof for the need of such relief shall rest upon the Vendor, who must file a written request for such release or extension. If TWC grants such relief due to circumstances known by the agency, the agency must document such reasons in the contract file.

2.12. Dispute Resolution Procedures:

2.12.1. Procurement Disputes: In accordance with Texas Government Code, § 2155.076, TWC has adopted rules for resolving vendor protests relating to the solicitation, evaluation, or award of a contract for goods and/or services. See 40 TAC, Chapter 800, subchapter H. Such protests must be made via email to twcvendor@twc.texas.gov and/or mail and received in the Director of Business Operations’ office within ten (10) business days from the date the protestant knew or should have known of the of the occurrence of the action that is protested, but not later than ten (10) business days of the date of the announcement of the award. The protest must be in writing and contain:(1) the identifying name and number of the Solicitation being protested; (2) identification of the specific statute or regulation that the Protestant alleges has been violated; (3) a specific description of each act or omission alleged to have violated the statutory or regulatory provision identified above in (2) above; (4) a precise statement of the relevant facts including: (A) sufficient documentation to establish that the protest has been timely filed; and (B) a description of the resulting adverse impact to the Protestant; (5) a statement of the argument and authorities that the Protestant offers in support of the protest; (6) an explanation of the action the Protestant is requesting from the Agency; (7) a statement confirming that copies of the protest have been mailed or delivered to any other Interested Party known to the Protestant; and (8) the protest must be signed by an authorized representative for the Protestant and the signature notarized. TWC will make available to the protestor all requested documents not exempted from disclosure under Texas and federal law.

TWC will provide copies of these documents upon payment of the fees adopted by TWC for record duplication. The Director will issue the final written decision to the protestor. TWC may move forward with a Solicitation or contract award without delay, in spite of a timely filed protest, to protect the best interests of the Agency or the state.

2.12.2. Contract Disputes: Disputes arising under this Contract shall be resolved in accordance with the dispute resolution process provided in Chapter 2260 of the Texas Government Code.

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

2.14. Hold-Over Contract Extension: In the event contract renewal negotiations are not completed prior to the contract expiration date, both parties agree that services shall be provided by the Vendor and accepted by TWC, subject to all original terms and conditions of the contract, for a period not to exceed ninety (90) days following the original contract expiration date. During the hold over extension period, service costs shall be provided at the mailto:twcvendor@twc.texas.gov

17 | Page TWC Terms and Conditions (Revised 12/1/2022) pro-rated rates, as applicable, in effect immediately prior to expiration of the original contract period and all other terms and conditions shall remain in effect. TWC may terminate such hold over extension period by providing written notice of cancellation not less than ten (10) business days prior to the cancellation date.

2.15. Records Retention: Vendor and any subcontractor shall maintain and retain all records relating to the performance of the contract including supporting fiscal documents relevant to showing that any payments under this Contract were expended in accordance with the laws and regulations of the State of Texas, including but not limited to, requirements of the Comptroller of the State of Texas and the State Auditor. Vendor shall maintain all such documents and other records relating to this Contract and the State’s property for a period of seven (7) years after the contract expiration date or until all audit, claim, and litigation matters are resolved, whichever is later. If Vendor chooses not to preserve contracting information for the retention period required by this section, Vendor agrees to provide at no cost to TWC all contracting information related to the Contract that is in the custody or possession of Vendor or any of its subcontractors.

2.16. Agency’s Right to Audit: Vendor and any subcontractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to this Contract, including but not limited to work papers, reports, books, records, and supporting documents. Vendor and any subcontractors shall provide TWC with any information that TWC deems relevant to any investigation or audit. Vendor must retain all work and other supporting documents pertaining to this contract, for the purposes of inspecting, monitoring, auditing, or evaluating by TWC. For the purpose of this section, TWC’s right to audit extends to any agency of the Federal government or State of Texas authorized by law or TWC, including an investigation or audit by the State Auditor.

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

Vendor and any subcontractor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all requested information and materials.

Vendor’s failure to comply with this section shall constitute a material breach of contract and shall authorize TWC and the State of Texas to immediately assess appropriate damages for such failure.

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

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

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

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

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

18 | Page TWC Terms and Conditions (Revised 12/1/2022)

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

2.19.3. Vendor will assist TWC or its nominees (including but not limited to the State of Texas) to obtain copyrights, trademarks, or patents for all such work products or deliverables in the United States and any other countries. Vendor agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign country copyrights and patents, and to transfer to TWC all the right, title, and interest in and to such work products or deliverables. Vendor agrees to not assert any moral rights under applicable copyright law with regard to such work products and deliverables.

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

2.20. License: In accordance with 2 C.F.R. §200.315, all appropriate State and Federal agencies will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use for State or Federal purposes all materials, deliverables and work products, including software and modifications thereof, and associated documentation designed, developed, or installed with Federal Financial Participation under the contract, including but not limited to those materials covered by copyright, all source and object code, instructions, files, and documentation composing the system.

2.21. Most Favored Customer: If during the term of the contract, the Vendor enters into another contract with any customer for substantially similar services at prices more favorable than those provided to TWC, the contract may be amended at TWC’s discretion to provide the more favorable prices to TWC.

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

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

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

2.25. Block Terrorism: TWC and the Vendor must adhere to the directions in the President’s Executive Order (EO) 13224, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. This Executive Order prohibits any transaction or dealing by United States persons, including but not limited to the making or receiving of any contribution of funds, goods, or services to or for the benefit of those persons listed in the General Services Administration’s Excluded Parties List System (EPLS) which may be viewed on the System for Award Management (SAM) site at http://www.Sam.gov

2.26. No Waiver: Nothing in this contract shall be construed as a waiver of the TWC’s or the State’s sovereign immunity. This contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the TWC or the State of http://www.sam.gov/

19 | Page TWC Terms and Conditions (Revised 12/1/2022)

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

2.27. Redacted Electronic Copy: Texas Government Code § 322.020 and as per the following requirements, no later than two (2) business days after Vendor’s receipt of notice from TWC, the Vendor must deliver to TWC an electronic copy of its complete proposal. Vendor shall deliver these electronic copies to TWC via email in compliance with all of the following requirements:

2.27.1. An email containing a copy of Vendor’s response to solicitation, in searchable Portable Document Format (PDF) format, which has excised, blacked out, or otherwise redacted information from its solicitation response that Vendor reasonably considers to be confidential and exempt from public disclosure under the Texas Public Information Act, Chapter 552 of the Texas Government Code (this should be a de minimis portion, if any, of Vendor’s solicitation response, such as social security numbers). The email shall also contain an Appendix for Vendor’s solicitation response which provides a cross reference for the location of all information redacted by Vendor and a general description of the redacted information. The PDF should be entitled “For Public Release: Redacted Version of [Name of Vendor]’s Proposal and Exhibits. Texas Workforce Commission’s RFP/RFO/IFB solicitation No. _.”

2.27.2. Per Texas Government Code § 322.020, the Texas Legislative Budget Board (LBB) has now implemented a major contracts database.

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

2.28. American Recovery and Reinvestment Act (ARRA or the Recovery Act): Buy American Requirements for Construction Material prohibits the use of funds appropriated for the Recovery Act for any project for the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States.

2.29. Build America, Buy America Act (BABAA):

2.29.1. Buy America Requirements for Infrastructure projects prohibits the use of federal funds for any project for the construction, alteration, maintenance, or repair of Infrastructure unless all of the iron, steel, manufactured products, and construction materials used in the project are produced and/or manufactured in the United States.

For the purpose of this section, “Infrastructure” means the structures, facilities and equipment for roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads;

freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities;

broadband infrastructure; and buildings and real property in the United States.

2.29.2. Waiver: The Head of the funding Federal Agency or designee may issue a waiver to the Buy America requirements in limited circumstances including (i) compliant iron, steel, manufactured products, and or construction materials are not available;

(ii) utilizing compliant iron, steel, manufactured products, and or construction materials will increase the cost of the overall project by more than 25 percent; (iii) http://www.lbb.state.tx.us/

20 | Page TWC Terms and Conditions (Revised 12/1/2022) for a reason determined to be in the public interest based on criteria established by the funding Federal agency; or (iv) to address exigent circumstances.

Vendors seeking a waiver from the BABAA Buy America preference must submit a waiver request along with written justification to TWC. Waivers requested will be considered on a case-by-case basis. TWC will inform the Vendor if there is already a waiver in effect covering Vendor’s waiver request along with the existing waiver’s parameters. If TWC agrees with the waiver request, TWC will submit the request to the responsible federal agency. Upon receiving the federal agency response, TWC will inform the Vendor whether the request was rejected or granted in whole or part.

2.29.3. Certification: Vendor certifies that it will comply with the provisions of BABAA (Public Law 117-58, §§ 70901-70952) for Infrastructure Projects.

2.29.4. Pass-Through Requirement: Vendor must pass BABAA compliance obligations to any subcontractors…