REQUEST FOR PROPOSALS (RFP) NUMBER RFP 320-7152016 VOCATIONAL REHABILITATION BENCHMARK PROJECT

PURPOSE: The Texas Workforce Commission TWC is accepting proposals to conduct an assessment, and benchmark of the current operations, performance and outcomes of the Vocational Rehabil

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REQUEST FOR PROPOSALS (RFP)

NUMBER RFP 320-7152016 VOCATIONAL REHABILITATION BENCHMARK PROJECT

TEXAS WORKFORCE COMMISSION

101 East 15th Street Austin, Texas 78778-0001 Responses to this solicitation must be received no later than: September 23, 2016 at 10:00 AM (CT)

Indicate the RFP Number and submission deadline date and time on the outside of your

sealed envelope and/or packaging.

DELIVERIES/EXPRESS/OVERNIGHT:

TEXAS WORKFORCE COMMISSION

Procurement & HUB Services

will only be divulged after the contract award, if one is made.

TEXAS WORKFORCE COMMISSION

Fax: (512) 475-3502 E-Mail: melanie.busby@twc.state.tx.us

All requests for information will result in written responses sent to all applicants known to the agency.

All proposals shall become the property of the State of Texas upon receipt

All proposals must be completed as required by the instructions in this request, signed and returned with 5 copies, one (1) with original signature and 1 CD-ROM.

NOTE: Failure to sign offer at the “Execution of Offer” will result in disqualification of the proposal

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.

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VOCATIONAL REHABILITATION BENCHMARK PROJECT

Texas Workforce Commission – RFP # 320-7152016

5 Statement of Work (Technical Specifications/Deliverables)

6 Proposal Content Requirements

Attachment 1 - Terms and Conditions

Attachment 2 – Title Page

Attachment 3 – Execution of Offer

Attachment 4 – Cost Worksheet

Attachment 5 - References

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1 PURPOSE:

The Texas Workforce Commission (TWC) is accepting proposals to conduct an assessment, and benchmark

of the current operations, performance and outcomes of the Vocational Rehabilitation and Older Blind

programs transferring from the Texas Department of Assistive and Rehabilitative Services (DARS) to the Texas Workforce Commission that will provide an “as-is” snapshot of the effectiveness and efficiency of these programs This snapshot will be used comparatively at a later point in time to evaluate any changes in the vocational rehabilitation program and other DARS programs and responsibilities transferred to TWC See Section 5 for details

2 GENERAL INFORMATION

Authorized Procurement Contact: The individual listed below may be telephoned or faxed for

clarification of this Request for Proposals (RFP) solicitation 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.

Name: Glenn Smith, CTPM

Title: Purchasing Director

Street Address: 1117 Trinity Street, Room 316-T, Austin, Texas, 78701

Telephone: (512) 463-9992

Fax: (512) 475-3502

E-mail: glenn.smith@twc.state.tx.us

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.

Questions will be received until August 30, 2016 @ 10:00 AM Questions received after this

deadline may be returned Submit questions in writing to Glenn Smith

Proposal Submission: Proposals must be mailed or delivered to the address(s) indicated on the RFP

Cover Page Proposals received after the submission deadline will be disqualified Any reasonable

delivery method, except fax and e-mail, may be used to the addresses indicated on the cover sheet

While not required, proposers are encouraged to use a traceable delivery method, such as certified mail,

return receipt requested or a guaranteed express delivery service Proposals are to be submitted in a

sealed envelope or package indicating on the front, the RFP Number 320-7152016 and the

submission deadline date and time.

Vocational Rehabilitation Assessment Procurement & Execution Milestones Planned End Date

Best and Final Offer (BAFO) Negotiations with Finalists October 10, 2016

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Vocational Rehabilitation Assessment Procurement & Execution Milestones Planned End Date

3 DESCRIPTION OF PROCUREMENT PROCESS AND ELIGIBLE PROPOSERS

Eligible Proposal: TWC will only consider for award those proposals that are complete and submitted by

the submission deadline date and time.

Eligible Proposers: TWC advertises the solicitation by mailing an RFP Announcement Letter to all

vendors identified in the Class/Item Category 952-15, 952-21, 952-77, on the Texas Comptroller of Public Accounts (CPA) Centralized Master Bidders List (CMBL) and by posting the solicitation on the

Electronic State Business Daily (ESBD), which can be accessed at http://esbd.cpa.state.tx.us/ (the entire RFP can be found at this site) The notices inform the public of the services to be purchased, proposal guidelines, and the person to contact for more detailed information.

Withdrawal of Proposal: A proposal may be withdrawn at any time prior to the selection announcement

date by writing to the Authorized Procurement Contact identified in the RFP.

Amendment of Proposal : A proposal may be amended at any time after submission but prior to the due

date by writing to the Authorized Procurement Contact After the due date, proposals may be amended only at the direction of TWC TWC reserves the right to amend or withdraw this RFP at any time by notifying each potential proposer of record.

4 BACKGROUND

Beginning September 1, 2016, several programs currently managed by DARS will become services administered by TWC These include:

 Vocational Rehabilitation program for individuals with visual impairments.

 Vocational Rehabilitation program for individuals with other disabilities.

 The Independent Living Services program for older individuals who are blind.

 The Business Enterprises of Texas program

Placing these programs under TWC was authorized through legislation passed during the 84th Texas Legislative session.

5 STATEMENT OF WORK / TECHNICAL SPECIFICATIONS / DELIVERABLES

The Awarded Vendor will collect de-identified quantitative and qualitative data on Vocational

Rehabilitation services, listed in Section 4 above, and comprehensively analyze this information in order

to portray a robust representation of the “current state” of the Vocational Rehabilitation operations,

performance, and outcomes The Awarded Vendor will travel to 21 Vocational Rehabilitation Offices listed below to conduct the services listed in this RFP TWC reserves the right to add additional offices as

it deems necessary TWC and Awarded Vendor will negotiate the additional cost.

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The Awarded Vendor will produce a report that documents, at a minimum, these baselines and

benchmarks TWC reserves the right to have access to the raw and unfiltered data used to support the final work product Taking into consideration Federal regulations and Federal program reporting requirements, the vendor will benchmark seven key areas: 1) the service delivery process, 2) counselor interaction with the consumer, 3) caseload sizes and effective case management, 4) program performance outcomes, 5) cost of services, 6) management oversight of direct service delivery staff, and 7) administrative support staffing and systems The vendor will benchmark these areas to identify current and effective practices within Vocational Rehabilitation Services, and to identify potential opportunities for increased program efficiency and quality

1 Benchmark the current service delivery process, including:

o Average time from initial contact to determination of eligibility Identify contributing factors.

o Average time from determination of eligibility to development of an Individualized Plan for Employment (IPE) Identify contributing factors.

o Average time from completion of the initial IPE to case closure Identify contributing factors, including but not limited to case type, primary disability, age, previous work experience, previous educational experience/attainment and employment goal.

2 Benchmark the quality and level of counselor interaction with the consumer, including frequency

of contact, amount of dedicated time counselors are able to spend with consumers, and consumer satisfaction using current and prior consumer satisfaction survey results as well as random samples

of consumers served from each Vocational Rehabilitation office studied

3 Benchmark current counselor caseload sizes Identify optimal caseload sizes based case type, counselor experience, geographic and demographic factors, and other factors impacting quality case management If available, include comparative data on caseload sizes in VR programs in other comparable states.

4 Evaluate and benchmark the following performance outcomes:

o Gain an understanding of performance in the field of vocational rehabilitation and present a robust picture of Vocational Rehabilitation Services current performance against

established Federal and State standards.

o Evaluate the outcomes and effectiveness of services provided by Community

Rehabilitation Programs to Vocational Rehabilitation Services consumers, including: 1) training, 2) job placement, and 3) job retention.

o The outcomes and effectiveness of services provided to consumers with the most

significant disabilities.

5 Benchmark the cost of Vocational Rehabilitation Services, including:

o The average cost of different types or categories of Vocational Rehabilitation Services, including identified cost drivers.

o The average total cost to achieve competitive, integrated employment outcomes (aka successful outcomes for consumers)

6 Benchmark current management oversight of consumer service delivery, caseload management, and consumer outcomes, including current case review guidance, tools and requirements as well as the case review system, TxROCS

7 Evaluate and benchmark the logistical and administrative support of all DARS programs

transferring to TWC, including:

o Evaluate ReHabWorks, a web-based consumer case management system

o Evaluate procurement and contracting processes for consumer goods and services (for example, time to procure, time to contract, time from identified need to provision of

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purchased services to consumers) Include associated quality measures and associated costs-to-provide purchased services

o Benchmark administrative and operational support provided to caseload carrying staff in the field within the Vocational Rehabilitation Services program

o Benchmark administrative and operational support provided by other functional areas.

o Are there sufficient systems/processes in place to allow counselors to effectively provide services to the consumer?

During the benchmarking process, awarded vendor may provide optional metrics it deems necessary that provides a better analysis of Vocational Rehabilitation services

Awarded Vendor will visit 21 Vocational Rehabilitation Offices located in;

 Dallas -3 offices

 Austin -1 office plus Vocational Rehabilitation Headquarters on N Lamar Blvd.

 Austin - Criss Cole Rehabilitation

Center- Houston – 3 offices

 San Antonio – 2 offices

 Rio Grande Valley – 2 offices

 El Paso -1 office

 Tyler – 1 office

 Corpus Christi – 1 office

 San Angelo – 1 office

 Amarillo -1 office

 Lubbock – 1 office

 Laredo – 1 office

 Wichita Falls – 1 office

6 PROPOSAL CONTENT REQUIREMENTS

DEMONSTRATED EXPERIENCE & ABILITY TO PERFORM SERVICES (Maximum points:50)

 Submit evidence of knowledge in public vocational rehabilitation program processes and clients served.

 Submit evidence of your team’s experience in Human Services Management.

 Vendor will provide and will require its subcontractors to provide TWC with periodic written

certification of compliance with controls and provisions relating to handling of protected health information (PHI), electronic protected health information (EPHI) and personally identifiable

information (PII).

 Submit project plan that supports project completion and report submission to TWC on or before January 2, 2017

o The plan should include monthly progress reports to TWC.

 Submit evidence of prior projects similar in size and scope

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7 REFERENCES (Maximum points: 10)

Provide at least three (3) references that can document your demonstrated ability to perform the required services:

 One reference must verify your organization’s financial capacity to operate a project in the total dollar

amount requested in this proposal Maximum 3.5 points

 The second reference must validate your demonstrated effectiveness regarding execution and

satisfactory completion of a project similar to the one being proposed Maximum 3.5 points

 The final reference may be a general reference of your organization’s qualifications (Specify what

each reference should document Maximum 3 points

Provide all information requested on Attachment 6 References and submit with your proposal.

8 FINANCIAL STATEMENTS

Submit the “original” and one (1) copy of your most recent annual financial statement including all required notes Include the State/Province and Country in which you are incorporated and the principal place of business. The required level of assurance/accuracy in the financial statements are listed below.

 Audit Financial Statements by a CPA firm If audited financials are not available, then the

following may be submitted as a clearly-stated substitute for the audited financials:

 Reviewed Financial Statements by a CPA firm.

 Compiled Financial Statement by a CPA firm.

If none of the above is available, provide:

 Evidence that your firm has been in business for at least five (5) years

a Proof of financial resources that reflect Proposer’s name as it appears on the proposal, including all of the following:

 Proposer’s contractor performance report prepared by a third party (e.g., Dunn and Bradstreet) for the most recent twenty-four (24) month period

 Proposer’s most recent published consolidated annual report and, if a publicly traded company, the accompanying Section 404 internal control report required by the Sarbanes-Oxley Act of 2002, if applicable.

 Proposer’s income statement and a balance sheet for the most recent twenty-four (24) month period.

 Proposer’s most recent Statement on Auditing Standards (SAS) 70 Review report, if applicable.

(The Awarded Vendor shall provide these reports annually throughout the term of the Contract.)

b A Warranty of Financial Good Standing by which the Proposer warrants that to the best of its knowledge there are no actions, suits, or proceedings pending or threatened against or affecting it or any of its property in any court or before any arbitrator or before or by any governmental entity, domestic or foreign, except actions, suits, or proceedings of the character normally incident to the kind of business conducted by it as to which any adverse determination in excess of any accruals to reflect potential liability would not materially adversely affect its business, assets, operations, or condition, financial or otherwise, taken

as a whole, or materially adversely affect its ability to perform its obligations under this

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RFP and any resulting contract, and it is not in material default with respect to any material Order of any court, arbitrator or governmental entity Additionally, the Proposer warrants that all of the financial information it provided to TWC in this RFP fairly present its consolidated financial position as of the date of its submission to TWC and that there has not been any material adverse change in its business, assets, liabilities, or condition, financial or otherwise.

Internal or otherwise company-generated financial statements are not acceptable and will result in your proposal being disqualified. The financial statements will be reviewed by a TWC Analyst for

financial viability

9 COST (Maximum points: 40)

(Note: The minimum points allowed towards COST must be at least 25 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 TWC reserves the right to request a detailed cost break-down of your proposal TWC shall have access to raw and unfiltered data used to support the final work product

The scores for the Cost Worksheet Section will be determined using the following formula:

Low Bid = 25 Points

Other Bid Amounts will be calculated as follows:

Lowest Bid Amount ÷ Bid Amount Being Evaluated x 25 = Score

TWC reviews the submitted proposals to determine if they are responsive For a proposal to be

considered responsive and to be evaluated for selection, the following requirements must be met:

• The proposal must have been submitted by the deadline date and time.

• The proposal must be complete with required original signatures.

• The proposal must contain all information required for each deliverable

• The proposal must be submitted in the format described in the RFP.

• All required attachments must include signatures and be part of the proposal

All proposals 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 proposal or portion

of a proposal.

The evaluation team will consider the following elements in the evaluation process:

1 Demonstrated Experience & Ability to Perform Services Maximum Points 50

2 References Maximum Points 10

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(NOTE: The above table must coincide with what you are requiring vendors to include in their proposal and the associated point values.)

The scores will be evaluated and points will be awarded using the following scoring scale:

0 = Did not answer question/provide information.

1 = Minimally addressed the requested information and/or minimal experience and knowledge listed.

2 = Addressed requested information showing adequate experience and knowledge in some areas and

minimal experience and knowledge in others.

3 = Adequately addressed requested information, showing sufficient experience and knowledge to perform

transitional/outplacement services or similar programs.

4 = Adequately addressed requested information with additional comprehensive detail.

5 = Innovative and comprehensive response to requested information, describing experience, knowledge

and innovation in providing transitional/outplacement services or similar programs.

The source of information for evaluation is the signed proposal All information conveyed in the proposal

is subject to validation by TWC Information obtained by TWC during validation may be considered in the final evaluation; however, this is not intended to suggest that additional information will always be requested Therefore, the original response should be complete, consistent, concise and correct.

11 CONTRACT TERM

The contract will begin on October 17, 2016 or date of award, and end on February 28, 2017 TWC reserves the right to extend the contract for 2, three (3) month options after the initial term

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Texas Workforce Commission – Terms & Conditions (08/22/2016)

ATTACHMENT 1

By responding to the solicitation or fulfilling the awarded Purchase Order (PO), the Vendor agrees to the terms and conditions below, which apply to andbecome a part of every Texas Workforce Commission (TWC) purchase Only mutual written exceptions will be valid Where a purchase is made withoutthe Invitation for Bids (IFB); Request for Offers (RFO) or Request for Proposals (RFP) process, “IFB/RFO/RFP” equates to “Purchase Order” and “Bidder/ Offeror/Proposer” equates to “Vendor” Any specification in the solicitation that is in conflict withthese standard terms and conditions takes precedence All references to “days” shall be calendar days unless specified otherwise

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 thirty (30) 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.

1.5 Ties: In the case of tie bids, the award will be made in accordance with the preferences listed under 34 TAC Rule 20.38.

1.6 Preferences: In making an award, TWC shall apply the preferences listed at 34 Texas Administrative Code (TAC) § 20.38 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 authorizedagent 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 extends 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 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 approvalduring 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 Damage to Grounds and Buildings: Vendor shall be financially responsible for any or all damage done by its employees, agents and

subcontractors to the TWC grounds and buildings Vendor is responsible for the removal of all debris resulting from work performed under thecontract

2.2 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

2.3 Texas Public Information Act:

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

2.3.2 All information submitted in response to the solicitation is subject to public disclosure pursuant to thePublic Information Act In the event of a request for information pertaining to the solicitation, TWC will comply with the provisions ofthe Public Information Act to protect the interests of the State of Texas The Public Information Act allows the public to have access toinformation in the possession of a governmental body Therefore, the vendor must clearly identify any confidential or proprietary

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ATTACHMENT 1

information on the page on which it appears in the solicitation response and reference the specific exception to disclosure in the PublicInformation Act Proprietary information identified by the vendor in advance will be kept confidential to the extent permitted by statelaw Any information not clearly identified as confidential or proprietary shall be deemed to be subject to disclosure pursuant to thePublic Information Act

2.3.3 All information, documentation and other material in connection with the solicitation or any resulting contract will beretained by TWC for the period specified in the Records Retention Schedule created under Texas Government Code, Chapter 441 Theinformation will not be returned to the vendor who submitted it during the retention period time

2.3.4 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 thepublic at no additional charge to TWC

2.4 Award of Contract:

2.4.1 Responding to a solicitation is an offer to contract with the State based upon the terms, conditions, and specificationscontained in the solicitation Submitted responses do not become contracts unless and until they are accepted and an award is made byTWC Procurement and Hub-Services and a PO is issued to the vendor

2.4.2 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’sresponse, waive minor technicalities, to request Best and Final Offers from all or any vendors, and make an award that represents BestValue to the agency or the State

2.4.3 Subsequent to award, TWC may, at its sole option, request the vendor to negotiate contract amendments or renewals as isdetermined to be in the best interest of the agency or the State

2.4.4 TWC reserves the right to use a third party to negotiate price related to any Information Technology solicitation or contract.2.4.5 TWC reserves the right to make an award on the basis of low line item bid, low total of line items, or in any othercombination that will serve the best interest of the State and to reject any and all bid items in the sole discretion of the State

2.5 Vendor Assignments: No assignment is permitted 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 notrelease vendor from its obligations pursuant to the contract

2.6 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

2.7 INDEMNIFICATION

2.7.1 Acts or Omissions: Vendor shall indemnify and hold harmless the State of Texas, TWC, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DISIGNEES 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.

2.7.2 Infringements:

2.7.2.1 Vendor shall indemnify and hold harmless the State of Texas, 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 DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED

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ATTACHMENT 1

DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL

2.7.2.2 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 for a purpose or in a manner for which the product or service was not designed, (2) any modification made 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.

2.7.2.3 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

2.7.3.1 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 AGGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION THE STATE OF TEXAS AND/OR 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.

2.7.3.2 VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, 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 FROM THE OFFICE OF THE ATTORNEY GENERAL VENDOR AND TWC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

2.8 Vendor Performance: In accordance with Texas Government Code §§ 2155.074 and 2155.075, vendor performance may be used as a factor in the

award

2.9 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 ofthe 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 writtenrequest for such release or extension If TWC grants such relief due to circumstances known by the agency, the agency must document suchreasons in the contract file

2.10.Dispute Resolution Procedures:

2.10.1 Procurement Disputes: Any actual or prospective vendor who is aggrieved in connection with the solicitation, evaluation,

or award of a contract may formally protest to the Deputy Executive Director Such protests must be made via certified mail andreceived in the appropriate Director’s office within ten (10) business days from the date of the announcement of the award The writtenprotest must include: the number of the solicitation being protested; the grounds for the protest, including a description of any allegedacts or omissions by TWC that form the basis for the protest; any written information which the protestor believes is relevant to theaward; and the basis for the protestor’s interest in the procurement

TWC will make available to the protestor all requested documents not exempted from disclosure under Texas and federal law TWC will provide

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ATTACHMENT 1

copies of these documents upon payment of the fees adopted by TWC for record duplication The protestor will be provided an opportunity for aninformal meeting with the Director or his designee, to discuss the protest, however, TWC may limit the amount of time allocated for the meeting.The Director will issue the final written decision to the protestor

2.10.2 Contract Disputes: TWC follows the dispute resolution process provided for in Texas Government Code, Chapter 2260 to

resolve contract disputes

2.11 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

2.12 Hold-Over Provision: 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 exceedninety (90) days following the original contract expiration date The hold-over service costs shall be the pro-rated rates in effect immediately prior

to such expiration Such hold-over agreement shall not be interpreted to extend the term of the original contract TWC may terminate such hold-overservice by providing written notice of cancellation not less than ten (10) business days prior to the cancellation date

2.13 Supporting Documents, Retention: Vendor shall maintain and retain supporting fiscal and any other 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 tothis Contract and the State’s property for a period of seven (7) years after the date of submission of the final invoices or until a resolution of allbilling questions, whichever is later Vendor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, alldocuments and other information related to this Contract Vendor and the subcontractors shall provide the State Auditor with any information thatthe State Auditor deems relevant to any investigation or audit Vendor must retain all work and other supporting documents pertaining to thisContract, for the purposes of inspecting, monitoring, auditing, or evaluating by TWC and any authorized agency of the State of Texas, including aninvestigation of audit by the State Auditor

Vendor shall cooperate with any authorized agents of the State of Texas and shall provide them with prompt access to all of such State’s work as

requested Vendor’s failure to comply with this Section shall constitute a material breach of this Contract and shall authorize TWC and the State of Texas

to immediately assess appropriate damages for such failure Pursuant to Texas Government Code § 2262.154, the acceptance of funds by Vendor or any

other entity or person directly under this Contract, or indirectly through a subcontract under this Contract shall constitute acceptance of the authority of theState Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds Vendor acknowledges andunderstands that the acceptance of funds under this Contract shall constitute consent to an audit by the State Auditor, Comptroller or other agency of theState of Texas Vendor shall ensure that this paragraph concerning the State’s authority to audit funds received indirectly by subcontractors throughvendor and the requirement to cooperate is included in any subcontract it awards Furthermore, under the director of the legislative audit committee, anentity that is subject of an audit or investigation by the State Auditor must provide the State Auditor with access to any information the State Auditorconsiders relevant to the investigation or audit

2.14 Limitation on TWC's Liability: TWC will not be liable for any incidental, indirect, special, or consequential damages under contract, Tort,

(including negligence), or other legal theory TWC's liability to vendor under the contract will not exceed the total charges to be paid by TWC tovendor under the contract

2.15 State Ownership: The Parties agree that TWC will own all right, title and interest in and to the work products including deliverables, source and

object code and documentation developed by the vendor in connection with the contract

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

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

11.5.13 Vendor will assist TWC or its nominees to obtain copyrights, trademarks, or patents for all such work products or deliverables in theUnited States and any other countries Vendor agrees to execute all papers and to give all facts known to it necessary to secure United States orforeign country copyrights and patents, and to transfer to TWC all the right, title, and interest in and to such work products or deliverables Vendoragrees to not assert any moral rights under applicable copyright law with regard to such work products and deliverables

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

2.16 License: In accordance with 29 Code of Federal Regulations § 97.34, 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

Tiêu đề	Vocational Rehabilitation Benchmark Project
Trường học	Texas Workforce Commission
Chuyên ngành	Vocational Rehabilitation
Thể loại	Request for proposals
Năm xuất bản	2016
Thành phố	Austin

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