ESBD_383484_1732665157900_RFQ 2025-Q04 Bond Underwriting Services - General Obligation Bonds.pdf

RFQ 2025-Q04 Bond Underwriting Services – General Obligation Bonds Page 1 of 42

SOLICITATION, OFFER

AND AWARD

Hays County Purchasing Office

712 S. Stagecoach Trail, Suite 1012 San Marcos, Texas 78666

Solicitation No.: RFQ 2025-Q04 Bond Underwriting Services – General Obligation Bonds Date Issued: November 26, 2024

SOLICITATION

Vendors must submit proposals as listed: One (1) original and one (1) digital copy on a thumb drive at the Hays County Purchasing Office at the address shown above or Electronically through BidNet Direct and one (1) hard copy at the Hays County Purchasing Office at the address shown above until:

until: 10:00 a.m. local time December 20, 2024.

SOQs received after the time and date set for submission will be returned unopened.

For information please email:

purchasing@hayscountytx.gov

Questions concerning this RFP must be received in writing no later than 5:00 on December 9, 2024.

Phone No.: (512) 393-2267

OFFER (Must be fully completed by Respondent)

In compliance with the above, the undersigned offers and agrees to furnish all items or services awarded at the prices stipulated for each item delivered at the designated point(s) and within the time specified herein. Award shall include all solicitation documents and attachments.

MANUALLY SIGN ALL COPIES SUBMITTED. SIGNATURE IS MANDATORY.

Respondent Respondent’s Authorized Representative Entity Name:

Mailing Address:

Name:

Title:

Email Address:

Phone No.:

Signature: Date:

Name, Email Address and Phone No. of person authorized to conduct negotiations on behalf of Respondent:

NOTICE OF AWARD (To be completed by County) Funding Source: Awarded as to item(s): Contract Amount:

Vendor: Term of Contract:

This contract issued pursuant to award made by Commissioners Court on:

Date: Agenda Item:

Important: Award notice may be made on this form or by other Authorized official written notice.

Hays County Judge

Date

Hays County Clerk Date mailto:purchasing@hayscountytx.gov

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Table of Contents

Solicitation, Offer and Award

I. RFQ Submittal Checklist

II. Summary

III. Specifications

A. Introduction

B. Scope of Work

C. Qualification Requirements

D. Statement of Qualifications (SOQs) Requirements

E. Submittal Requirements

F. Evaluation Criteria

G. Limitations

H. Pre-Qualified Acceptance into Pool

I. Warranty of Performance

IV. General Terms and Conditions for Solicitations

V. Vendor Reference Form

VI. Certificate of Interested Parties

VII. Conflict of Interest Questionnaire

VIII. Code of Ethics

IX. HUB Practices

X. House Bill 89 Verification

XI. Iran, Sudan, and Foreign Terrorist Organization (TGC 2252)

XII. Israel Boycott Certification (TGC 2271.002)

XIII. Prohibition of Energy Company Boycott Certification (TGC 2274)

XIV. Debarment & Licensing Certification

XV. Vendor/Bidder’s Affirmation

XVI. Federal Affirmations and Solicitation Acceptance

XVII. Related Party Disclosure Form

Attachment A: Firm Identification Packet Attachment B: General Obligation Bond Underwriting Questionnaire Attachment C: Pre-Qualified Firms, Bond Underwriting Services – General Obligation Bonds

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I. RFQ Submittal Checklist

This checklist is provided for the Vendor’s convenience and identifies documents that MUST be submitted for the bid/proposal/SOQ to be considered responsive, as well as the required forms requested by Hays County.

A COMPLETE SOLICITATION RESPONSE PACKAGE INCLUDES:

The following forms MUST be returned for the bid/proposal/SOQ to be considered responsive:

____ 1. Solicitation, Offer and Award completed and signed

____ 2. Attachment B: General Obligation Bond Underwriting Questions

____ 3. Statement of Qualifications or Firm Identification Packet (Attachment A)

____ 4. Vendor Reference Form

____ 5. Standing Letter with the Attorney General Office

Required Forms by Hays County:

____ 1. Conflict of Interest Questionnaire

____ 2. Code of Ethics

____ 3. HUB Practices

____ 4. House Bill 89 Verification

____ 5. Iran, Sudan, and Foreign Terrorist Organization Certification (TGC 2252)

____ 6. Israel Boycott Certification (TGC 2271.002)

____ 7. Prohibition of Energy Company Boycott Certification (TGC 2274)

____ 8. Debarment & Licensing Certification

____ 9. Vendor/Bidder’s Affirmation

____ 10. Federal Affirmations and Solicitation Acceptance

____ 11. Related Party Disclosure Form

____ 12. System for Award Management (www.SAM.gov) Entity Registration Page

____ 13. Any addenda applicable to this solicitation

Hays County will accept bids/proposals/SOQ, by the stated due date by one of the following methods:

____ 1. Electronic Submission of Bid Packet through BidNet Direct and one (1) hard copy delivered, within 24 hours of proposal due date, in a sealed envelope with the Solicitation Number and Vendor’s name on the outermost envelope addressed to: Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666

OR

____ 2. One original of the proposal and a digital copy on a thumb drive in a sealed envelope with the Solicitation

Number and Vendor’s Name on the outermost envelope, addressed to: Hays County Purchasing, 712 S Stagecoach Trail, Suite 1012, San Marcos, TX 78666 http://www.sam.gov/

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II. Summary

1. Type of Solicitation: Request for Qualifications

2. Solicitation Number: RFQ 2025-Q04

Bond Underwriting Services – General Obligation Bonds

3. Issuing Office: Hays County Purchasing Office 712 S. Stagecoach Trial, Suite 1012 San Marcos, TX 78666

4. Responses to Solicitation: Sealed SOQs marked with Solicitation Number and Vendor Name on the outermost envelope Manual: One (1) Original and one (1) digital copy on a thumb drive, or

Electronic: SOQs can be submitted through BidNet Direct and one (1) hard copy is required to be received within 24 hours of due date.

5. Deadline for Responses: In issuing office no later than:

December 20, 2024; 10:00 a.m. Central Time (CT)

6. Initial Contract Term: January 2025: Approval Bond Purchase Agreements as needed

7. Optional Contract Terms: 1-year company profile update & review

8. Designated Contact: Hays County Purchasing Email: purchasing@hayscountytx.gov

9. Questions & Answers: Questions regarding this solicitation must be made in writing and submitted to the designated contact above no later than December 9, 2024; 5:00 p.m. CT. Telephone inquiries will not be accepted.

Questions may be submitted by email to the address above. Answers to questions will be provided in the form of an addendum and posted on CivicPlus, BidNet Direct and ESBD websites for the benefit of all potential respondents after the question deadline. The County reserves the right to contact the person submitting a question to clarify the question received, if necessary. Each clarification, supplement, or addenda to this RFP, if any, will be posted on the CivicPlus, BidNet Direct and ESBD websites. All potential or actual respondents are responsible for monitoring the websites for such materials.

Respondents are deemed to have notice of, and are required to comply with, any such material posted in accordance with this paragraph.

Respondents should not rely upon any other sources of written or oral responses to inquiries.

mailto:purchasing@hayscountytx.gov

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10. Addenda Any interpretations, corrections or changes to this RFQ and specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the Hays County Purchasing Office. It is the Respondent’s responsibility to acknowledge receipt of all addenda with qualification submission.

11. Contact with County Staff (Anti-lobbying Requirement):

Upon issuance of this solicitation, employees and representative of Hays County, other than the Purchasing Office staff identified as the Designated Contact above, will not discuss the contents of this solicitation with any Respondent or its representatives. Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related offer. This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

12. Websites: Plans, Specifications, and Bidding documents for pre-qualified bidders and interested non-bidders may be secured from the following websites:

www.bidnetdirect.com/hayscounty, http://www.txsmartbuy.com/sp, https://www.sanmarcostx.gov/Bids.aspx

Anticipated Schedule of Events November 26, 2024 Issuance of RFQ December 9, 2024 Deadline for Submission of Questions (5:00 PM CT) December 20, 2024 Deadline for Submission of Bids (10:00 AM CT)

Late bids will not be accepted.

January 2025 Award of Pre-Qualified Firms into Pool https://www.sanmarcostx.gov/Bids.aspx

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III. Specifications

A. Introduction

Hays County, Texas (the “County”) is issuing this REQUEST FOR QUALIFICATIONS (RFQ) to maintain and further develop the general obligation bond underwriting services pool with qualified investment banking firms. This pool does not include the sale of public improvement district (PID) revenue bonds.

As the need arises for bond underwriting services, the Hays County Auditor’s Office and the County’s Financial Advisor will choose from this pool of pre-qualified banking firms approved by Commissioners Court. The chosen firm will then negotiate a Bond Purchase Agreement with Hays County to perform the required duties, which must be accepted and approved via Commissioners Court.

Be advised, the creation of a final “pre-qualification” list shall not be deemed as creating any type of contractual expectancy for the award of any contracts on the part of the County. This list is being assembled for the purpose of ensuring that the County has the ability to quickly negotiate contracts with competent and qualified entities in an efficient manner when upcoming projects are deemed necessary to proceed.

The County reserves the right to remove firms from the bond underwriting services - general obligation bond pool at any time and to shorten or lengthen the period of time for which the pool is in place. The County also reserves the right to market any or all of its future financings using a competitive sale.

B. Scope of Work All interested firms shall have sufficient, readily available resources in the form of experienced personnel, support services, and specialized subconsultants to carry out the work without delay or shortcomings. Services may be short duration and fast paced. Therefore, in addition to having sufficient resources to complete selected tasks, the submitting firms must have capacity to complete work within time limits established by the County.

All firms who are currently in the Bond Underwriting Services – General Obligation Bonds solicitation (Attachment C - awarded via RFQ 2019-P04 and RFQ 2021-Q05) are required to fill out Attachment A – Firm Identification Packet, if your company has experienced any changes in company structure, company bio or company leadership then a new proposal is required.

Any firm that is deemed unresponsive (did not submit form and required information) or is unable to perform the duties laid out in the scope of work will be removed from the General Obligation Bond Underwriting Services Pool. For companies submitting the Firm Identification Packet under this section, all required information MUST be received by the submittal due date and follow the submittal requirements in Section D below.

C. Qualification Requirements The following minimum requirements must be demonstrated in order for the submission to be considered responsive to Hays County.

STANDING LETTER: A Standing Letter MUST be filed with the Attorney General Office prior to the submittal due date and provide a copy with your submitted statement of qualifications. If awarded into the pool before any Bond Purchase Agreement is executed and at any time your firm’s standing letter

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REFERENCES: Hays County requires respondent to supply with the statement of qualifications, a list of at least three (3) references where like services have been supplied by their company. Include name of company or government entitiy, address, telephone number and name of representative.

RESPONSIBILTY: A prospective respondent must affirmatively demonstrate respondent’s responsibility.

A prospective respondent must meet the following requirements:

• Have adequate financial resources, or the ability to obtain such resources as required

• Have a satisfactory record of performance

• Be otherwise qualified and eligible to receive an award

TIME OF PERFORMANCE: It is imperative that the prospective respondent respond to County requests in a timely manner and comply with required or proposed delivery schedules. Please describe how you intend to respond to and track County requests.

SYSTEM FOR AWARD MANAGEMENT: Respondent and its Principals may not be debarred or suspended nor otherwise have an exclusion record created in the System for Award Management (SAM) website.

Include verification that the company as well as the company's principals are not listed (are not debarred) through the System for Award Management (www.SAM.gov). Enclose a printout of the Entity Registration page that shows your firm is in active status and is not expired.

D. Statement of Qualifications (SOQs) Requirements SOQs shall be prepared simply and economically, providing a straightforward, concise description of the respondent’s ability to meet the requirements of this RFQ. Emphasis shall be on the quality, completeness, clarity of content, responsiveness to the requirements, and the understanding of the County’s needs.

All portions of each statement of qualifications shall be subject to the Texas Public Information Act unless the respondent clearly and prominently identifies a particular submittal item as proprietary and said item unequivocally qualifies for this exception under the Act as determined by the Texas Attorney General.

SOQs shall not exceed twenty (20) pages (10 sheets front and back) in length, but not including:

• Front and Rear Covers

• Letter of Transmittal: RFQ Subject Line, name of Vendor, address, telephone number, name of contact person, and signed by the individual authorized to negotiate for and contractually bind the company.

• Table of Contents

• Appendix materials (staff resumes, any required forms, see RFQ Submittal Checklist, and addenda from Hays County)

Items that count towards the 20-page limit

• Profile/Experience of the Company Company information shall include: Company legal name of the Bidder, principal place of business, number of years in business, and description of company organization including identification of number of staff dedicated to the project.

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Experience of the Company and prior work performance on three (3) projects of similar size and scope that have been completed in the last five (5) years.

List of any criminal charges, civil lawsuits, or dispute resolutions to which the Company is a part in the past five (5) years and the nature of the issue. Indicating if and how it was resolved.

• Key Personnel Provide resumes of all employees who may be assigned to provide services if your company is selected.

Provide an organizational chart containing the names, telephone numbers and email address of the prime providers and any sub-providers that would be proposed for the team and their contract responsibilities by work category.

Professional Certifications

• Capacity to Perform

Describe the capacity to perform the Scope of Work activities.

General Obligation Bond Underwriting Questionnaire (Attachment B)

Sheet size is limited to 8½” x 11” sheets only, using 12-point font. The organizational chart is permissible to use an 11” x “17” sheet (one-sided) and a font smaller than 12-point for the organizational chart, provided text is clearly legible. It is permissible to use a font smaller than 12-point for graphics, provided text is clearly legible.

The SOQs must be submitted with a continuous binding (e.g. – spiral, GBC, etc.) along the left edge; no other binding will be accepted and should not exceed twenty (20) pages, ten (10) pages front and back, not including the appendix materials.

E. Submittal Requirements Vendor must deliver their Statement of Qualifications (SOQs) to the Hays County Purchasing Department by one of the following methods by the specified deadline:

Mailed or Dropped off Statement of Qualifications (SOQs):

• One (1) original SOQ with required forms manually signed by Vendor with original signatures

• One (1) digital copy of the full SOQ with all required forms on a thumb drive

• All items must be in a sealed envelope marked with the Solicitation Number and Vendor

Name on the outermost envelope

Electronic Statement of Qualifications (SOQs):

• Upload SOQ with required forms manually signed by Vendor

• No thumb drive required with electronic submissions

• www.bidnetdirect.com/hayscounty

LATE SUBMITTALS WILL NOT BE ACCEPTED.

ALTERING SOQS: Any interlineations, alteration, or erasure made before receiving time must be initialed by the signer of the SOQ, guaranteeing authenticity.

WITHDRAWING OF SOQ: A SOQ may be withdrawn at any time prior to the official opening. After the official opening, SOQs may not be amended, altered or withdrawn without the recommendation of the County Purchasing Agent and the approval of Commissioners Court.

http://www.bidnetdirect.com/hayscounty

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FORMS: All SOQs must be submitted on the forms provided in this solicitation document. Changes to solicitation forms made by bidders shall disqualify the SOQ.

REPONDENT’S ACCEPTANCE: by submitting a response to this RFQ, the respondent certifies that is has fully read and understands the terms, conditions and statements of this Request for Qualifications and has knowledge of the scope of the quality of services to be furnished and intends to adhere to the provisions described herein.

F. Evaluation Criteria The award shall be made to the responsible respondents whose qualifications are determined to be the best-evaluated offer demonstrating the best ability to fulfill the requirements set forth in this Request for Qualifications. Each respondent, by submitting qualifications, agrees that if their qualifications are accepted by the Commissioners Court, such respondent will furnish all items and services upon which prices have been tendered and upon the terms and conditions in this qualification and contract.

The Evaluating Committee will evaluate firm qualifications based on a comprehensive set of criteria.

Qualifications received shall be evaluated and ranked by the County according to the following criteria (Maximum Total Points 100):

Evaluation Criteria Maximum

Score Points

Select a whole number from the list provided for each question (decimal or unlisted rating score are not permitted)

Experience of the Company:

Demonstrated Firm’s experience, experience & qualifications of proposed personnel , and references

45 45 = Significantly Exceeds Requirements 36 = Exceeds Requirements 27 = Meets ALL Requirements 18 = Marginally Meets Requirements 0 = Does not meet Requirements

Capacity to Perform:

Methodology/Approach to perform services, experience with the County, including providing Financing ideas, and capital position, and examples of Use in Underwritings

45 45 = Significantly Exceeds Requirements 36 = Exceeds Requirements 27 = Meets ALL Requirements 18 = Marginally Meets Requirements 0 = Does not meet Requirements

Disciplinary History: Disciplinary action, investigation or litigation taken against your firm

10 10 = Significantly Exceeds Requirements 8 = Exceeds Requirements 6 = Meets ALL Requirements 4 = Marginally Meets Requirements 0 = Does not meet Requirements

Total Evaluation Points 100

Interview (optional) Ranking At the County’s discretion, submitting entities may be requested by the Evaluating Committee to conduct interviews as part of the evaluation process, prior to making recommendations to Commissioners Court regarding award.

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It is the practice of Hays County to encourage local participation and to promote and encourage contracting and subcontracting opportunities for locally owned businesses and labor in all contracts.

The County of Hays does not discriminate on the basis of race, color, national origin, sex, religion, age and disability in employment or the provision of services. Hays County is an Affirmative Action/Equal Opportunity Employer and strives to attain goals for Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), as amended. Section 3 Residents and Business Concerns, Minority Business Enterprises, Small Business Enterprises and Women Business Enterprises are encouraged to submit statement of qualifications.

During the evaluation process, the Committee and the County reserve the right, where it may serve the County’s best interest, to request additional information or clarifications from submitting entities, or to allow corrections of errors or omissions in a submittal. At the County’s discretion, submitting entities may be requested to make oral presentations as part of the evaluation process.

BASIS OF AWARD: The County reserves the right to award a contract for named project to an organization on the basis of “best value”. Best value will be determined based on cost, experience, qualifications, references, proposed methodology/technical proposal, and overall responsiveness, clarity, and organization of the solicitation response.

The County reserves the right to terminate this process and to cancel or modify this solicitation process at any time. In no event will the County or any of its respective agents, representatives, consultants, directors, officers, or employees be liable for, or otherwise be obligated to reimburse, the costs incurred in preparation of a response to this RFQ, or any other related costs. The prospective entities are fully responsible for all costs incurred in the preparation and/or presentation of the RFQ submittals. All received RFQ submittals will become the property of the County.

G. Limitations The pre-qualified firms expressly warrants that all services specified in the RFQ will be performed with care and diligence and in accordance with all specifications of the RFQ. The pre-qualified firms agree to correct any deficiencies in its performance of services upon notification by the County and without additional expense to the County.

RIGHT TO ACCEPT OR REJECT: The County reserves the right to accept or reject any or all submissions as a result of this RFQ, to negotiate with all qualified sources, or to cancel in part or its entirety if found to be in the best interest of the County. The RFQ does not commit the County to select an underwriting team or pool, issue a purchase order, or pay any costs incurred in the preparation of a submission in response to this RFQ. SOQs may be held for one hundred twenty (120) calendar days after opening without taking action.

COMMISSIONERS COURT APPROVAL REQUIRED: The Hays County Commissioners Court must approve the underwriters selected to provide the services requested in this RFQ. The County reserves the right to authorize bond purchase agreement negotiations to begin without further discussion with underwriters submitting a response. Therefore, each SOQ should be submitted as completely and accurately as possible. The County reserves the right to request additional data, oral discussions, or presentations in support of the written SOQ.

Underwriter or Individual’s Obligation Regarding Evaluation

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a. SUBMISSION OF INFORMATION. Submitters are cautioned that it is each underwriter and or individual’s sole responsibility to submit information related to the evaluation categories, and the County is under no obligation to solicit such information if it is not included with the SOQ.

Failure of an underwriter or individual to submit such information may cause an adverse impact on the evaluation of the specific SOQ.

b. SUBMITTER REVIEW OF RFQ. Submitters are responsible for examining and being familiar with all specifications, terms, conditions, provisions, and instructions of the RFQ and their responses.

Failure to do so will be at the underwriter and/or individual’s risk and will not be a determinative factor when awarding the contract for services.

ORAL NON-BINDING: Any non-written representations, explanations, or instructions given by County staff or County agents are not binding and do not form a part of, or alter in any way, the RFQ, a written agreement pertinent to the RFQ, or the awarding of the contract.

RESERVATIONS BY COUNTY: The Commissioners Court has the right to accept, reject, or cancel any and all submissions. In addition, the County expressly reserves the following:

a. waive any defect, irregularity, or informality in any submission or RFQ procedure;

b. extend the RFQ closing time and date;

c. reissue this RFQ in a different form or context;

d. procure any item by other allowable means;

e. revise and modify, at any time before the RFQ submittal due date, the factors and/or weights of factors the County will consider in evaluating RFQ submittals and to otherwise revise or expand its evaluation methodology as set forth herein;

f. investigate the qualifications of any underwriter under consideration and require confirmation of information furnished by a underwriter;

g. require additional information from a underwriter concerning contents of its RFQ submittal and/or require additional evidence of qualifications;

h. waive minor deviations from specifications, conditions, terms, or provisions of the RFQ, if it is determined that waiver of the minor deviations improves or enhances the County’s business interests under the RFQ;

i. extend any contract when most advantageous to the County, as set forth in this RFQ.

j. appoint an evaluation committee to review RFQ submittals or responses, make recommendations and seek the assistance of outside technical experts in RFQ submittal evaluation;

k. hold interviews and conduct discussions and correspondence with one or more of the underwriters responding to this RFQ to seek an improved understanding and evaluation of the responses to this RFQ.

l. disclose information contained in an RFQ submittal to the public as required under the Texas Public Information Act; AND/OR

m. exercise any other right reserved or afforded to Hays County under this RFQ. The County reserves the right to modify the process, in its sole discretion, to address applicable law and/or the best interest of the County.

AWARD IS ADMITTANCE INTO THE POOL. The selection of an underwriter or individual and award by the Hays County Commissioners Court based upon the firm’s qualifications is acceptance on the part of the County, thereby resulting in the ability to execute binding contracts between the County and the selected underwriter through a Bond Purchase Agreement.

H. Pre-Qualified Acceptance into Pool

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1. SOQ IS AN INDICATION OF ABILITY TO PERFORM REQUESTED SERVICES. The SOQ submitted by an underwriter or individual is an indication of the ability of the underwriter or individual to perform the requested services.

2. AGREEMENT; EXCEPTIONS.

a. Submission of an SOQ is a representation by a submitter that the submitting underwriter or individual agrees to the terms, conditions, and other provisions contained in the RFQ, unless the submitter clearly and specifically presents in its SOQ any exceptions to the terms, conditions, and other provisions contained in the RFQ.

b. Exceptions presented in an SOQ are not to be considered incorporated into the contract between the County and the selected underwriter or individual unless and until the County agrees to accept such exceptions.

c. The selected underwriter must acknowledge and agree that the negotiated contract resulting from this RFQ includes the terms, conditions, and other provisions contained in the RFQ, the SOQ selected (including any exceptions accepted by the County) which is acceptable to the County and is not in conflict or contravention of the RFQ, and any other documents mutually agreed upon by the County and the selected underwriter or individual.

d. No oral statement of any person shall modify or otherwise change or affect the terms, conditions, or specifications stated in the RFQ or the resulting negotiated contract.

3. CONFIDENTIALITY OF DOCUMENTS.

a. ALL STATEMENTS OF QUALIFICATION SUBMITTED WILL BE SUBJECT TO THE TEXAS PUBLIC

INFORMATION ACT.

b. On each page where confidential information appears, the Underwriter or Individual must label the confidential information. Failure to so label the confidential information shall be considered as a waiver of any confidentiality rights or interests by said Underwriter or Individual.

c. Marking your entire SOQ CONFIDENTIAL/PROPRIETARY is not in conformance with the Texas Open Records Act.

4. MISCELLANEOUS.

a. All costs directly or indirectly related to the preparation of a response to this SOQ shall be the sole responsibility of and shall be borne by the underwriter.

b. During the evaluation process, the County reserves the right, where it may serve the

County’s best interest, to request additional information or clarifications from underwriter or individuals, or to allow corrections of errors or omissions.

c. The County reserves the right to retain all qualifications submitted and to use non-confidential information in a SOQ regardless of whether or not that SOQ is selected.

d. Each SOQ shall state that it is valid for a period of one hundred twenty (120) days from the date of opening of the SOQ by the County.

5. NON-NEGOTIABLE TERMS. The following terms or conditions are not negotiable:

a. Unfunded Liability. The County will not incur a debt or obligation to pay selected underwriter or individual any amounts the County does not have the current funds available to pay, unless the contract includes a provision for the County to appropriate funding for the debt or obligation.

b. Indemnification. The County does not assume any liability to third persons, nor will the County reimburse the underwriter for its liability to a third person, with respect to loss due to death, bodily injury, or damage to property resulting in any way from the performance of a contract or any subcontract hereunder, and the underwriter further agrees to provide the defense for, and indemnify and hold harmless County from any and all claims, suits, causes of action, and liability, arising in connection with a contract.

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c. Advance Payments. The County will not make advance payments to a selected underwriter or individual or any third party pursuant to this RFQ or resulting contract.

d. Gift of Public Property. The County will not agree to any terms or conditions that cause the County to lend its credit or grant public money or anything of value to the selected underwriter or individual.

e. Procurement Laws. The County will not agree to any terms or conditions that cause the County to violate any federal, Texas, or local procurement laws.

f. Limitation of Liability. The County will not agree to allow the selected underwriter or individual to limit its liability for breach or default of contract to the contract amount or to the amount the County has paid up to the time of the breach or default.

g. Attorney’s fees; Legal Costs. The County will not agree to pay the selected underwriter or individual’s attorney’s fees or other legal costs under any circumstances.

h. Venue; Applicable Law. This RFQ and any resulting contract will be governed and construed according to the laws of the State of Texas. The terms and conditions of the contract awarded pursuant to the RFQ are fully performable in Hays County, Texas and venue for any dispute regarding contract shall be in Hays County, Texas.

I. Warranty of Performance The successful respondent expressly warrants that all services specified in the RFQ will be performed with care and diligence and in accordance with all specifications of the RFQ. The successful respondent agrees to correct any deficiencies in performance of services upon notification by the County and without additional expense to the County.

CONTINUING NON-PERFORMANCE of the respondent, in terms of specifications, shall be basis for the termination of the contract by the County. The County shall not pay for merchandise/services that are unsatisfactory. Failure to perform any provision will constitute a default of contract, in which case, corrective action shall take place within ten (10) days from the date of written notice citing the nature of breach. Failure to take corrective action or to provide a satisfactory written reply excusing such failure within the prescribed ten (10) days will authorize the County to terminate this agreement by written notice.

COMPLIANCE WITH LAWS: The successful Respondents shall comply with all applicable federal, state and local laws and regulations pertaining to the practice of the profession and the execution of the duties under the statement of qualifications. Any contract executed as a result of this RFQ shall be governed by the laws of the State of Texas.

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IV. General Terms and Conditions for Solicitations Applicable To: Request for Qualifications (RFQ)

1. GENERAL DEFINITIONS:

a. "Auditor" means the Hays County Auditor or his/her designee.

b. "Commissioners Court" means Hays County Commissioners Court.

c. “Contract” means the contract awarded pursuant to the RFQ and negotiated cost proposal.

d. “Underwriter” means a person or firm receiving an award of contract from Commissioners Court.

e. "County" means Hays County, Texas, a political subdivision of the State of Texas.

f. "County Building" means any County owned buildings and does not include buildings leased by County.

g. "Is doing business" and "has done business" mean:

i. Paying or receiving in any calendar year any money or other valuable thing which is worth more than $250 in the aggregate in exchange for personal services or for purchase of any property or property interest, either real or personal, either legal or equitable; or

ii. Loaning or receiving a loan of money; or goods or otherwise creating or having in existence any legal obligation or debt with a value of more than $250 in the aggregate in a calendar year;

iii. But does not include any retail transaction for goods or services sold to a Key Contracting Person at a posted, published, or marked price available to the general public.

h. "Key Contracting Person" means any person or business listed in Exhibit A to Affidavit.

i. "Purchasing Agent" means the Hays County Purchasing Agent.

j. “Sub-underwriter” means a person or firm doing business with an Underwriter.

2. FUNDING: Funds for payment on Contracts will be provided through the County budget approved by

Commissioners Court for the fiscal year in which the contract is approved. State of Texas statutes prohibit the obligations and expenditure of public funds beyond the fiscal year for which a budget has been approved.

County cannot guarantee the availability of funds, and enters into contracts only to the extent such funds are made available. The Fiscal Year for County extends from October 1st of each calendar year to September 30th of the next calendar year.

3. FUNDING OUT: Despite anything to the contrary in a Contract, if, during budget planning and adoption, Commissioners Court fails to provide funding for a Contract for the following fiscal year of County, County may terminate a Contract after giving Underwriter thirty (30) calendar days written notice that a Contract is terminated due to the failure to fund it.

4. INVOICING/PAYMENTS:

a. Underwriter shall provide County with an Internal Revenue Form W-9, Request for Taxpayer

Identification Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules and regulations before any Contract funds are payable.

b. As a minimum, invoices shall include: (i) name, address, and telephone number of Underwriter and similar information in the event payment is to be made to a different address; (ii) County Contract or Purchase Order number; (iii) identification of products or services as outlined in the Contract; (iv) quantity or quantities, applicable unit prices, total prices, and total amount; and (v) any additional payment information called for by the Contract. County will not pay invoices that are in excess of the amount authorized by the purchase order.

c. Payment shall be made by check or warrant by County upon satisfactory delivery and acceptance of products and services and submission of an invoice to the address below:

County Auditor 712 S Stagecoach Trail, Suite 1071 San Marcos, Texas 78666

d. Payment shall be deemed to have been made on the date of mailing of the check or warrant. For purposes of payment discounts, time will begin upon satisfactory delivery of products and services

RFQ 2025-Q04 Bond Underwriting Services – General Obligation Bonds Page 15 of 42 and/or submission of acceptable invoice, whichever is last. Partial payments will not be made unless specifically requested and approved by County prior to Contract award.

e. Accrual and payment of interest on overdue payments shall be governed by Tex. Gov't Code Ann., ch.

2251.

5. COUNTY TAXES: If the Underwriter subsequently becomes delinquent in the payment of County taxes, it will be grounds for cancellation of the contract. Despite anything to the contrary, if the underwriter is delinquent in payment of County property taxes at the time of invoicing, Underwriter assigns any payments to be made for performance under the contract to the County Tax Assessor-Collector for the payment of delinquent taxes.

6. PROMPT PAYMENT ACT: TEX. GOV'T CODE ANN., ch. 2251 (Vernon Supp. 1995) requires that payments be made within 30 calendar days. If County fails to pay within 30 days, interest on overdue amounts is subject to Chapter 2251, Texas Government Code. The law does not apply if the terms of a federal grant, contract, regulation, or statute prevent local governments from making timely payments with federal funds. Underwriters must pay their suppliers interest if the supplier is not paid within 10 calendar days after the underwriter receives payment. Underwriters must apply for interest payments within 6 months of submitting a proper invoice if they believe such interest was due but not paid. Interest begins accruing 30 days after either of the following, whichever is later; (i) satisfactory delivery or performance has been completed, or, (ii) a correct invoice is received at the designated place.

7. FOB POINT: Delivery of all products under a contract, if any, shall be made Free on Board to final destination, at the address shown in the contract or as indicated on each Purchase Order placed against the contract. The title and risk of loss of the goods shall not pass to County until acceptance takes place at the F.O.B. point.

8. INSPECTION AND ACCEPTANCE: The County office or department receiving items pursuant to a contract shall inspect and accept only those items that are satisfactory to them, and reject those items which are damaged or which do not conform to specifications. Underwriter shall be responsible for the proper labeling, packing, and delivery to final destination, including replacement of rejected deliveries.

9. VARIATION IN QUANTITY: No variation in the quantity of any item called for by a contract will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in the contract.

10. OFFICIALS NOT TO BENEFIT: If a member of Commissioners Court belongs to a cooperative association, the County may purchase equipment or supplies from the association only if no member of the Commissioners Court will receive a pecuniary benefit from the purchase, other than as reflected in an increase in dividends distributed generally to members of the association.

11. NONDISCRIMINATION; CIVIL RIGHTS/ADA COMPLIANCE:

a. Underwriter shall not engage in employment practices that have the effect of discriminating against employees or prospective employees because of age, race, color, sex, creed, national origin or handicapped condition.

b. Underwriter shall provide all services and activities required in a manner that would comply with the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, Public Law 93-1122, Section 504, and with the provisions of the Americans with Disabilities Act of 1990, Public Law 101-336 [S.933] if Underwriter were an entity bound to comply with these laws.

12. CHANGES:

a. A Contract may be amended only by written instrument signed by both County and Underwriter. It is acknowledged by Underwriter that NO OFFICIAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF COUNTY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO CHANGE THE SCOPE OF A CONTRACT OR

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OTHERWISE AMEND A CONTRACT, OR ANY ATTACHMENTS HERETO, UNLESS EXPRESSLY GRANTED THAT

AUTHORITY BY THE COMMISSIONERS COURT.

b. Underwriter shall submit all requests for changes to a Contract or any attachment(s) to it to the Purchasing Agent. The Purchasing Agent shall present Underwriter's requests to Commissioners Court for consideration.

13. REPRESENTATIONS:

a. Underwriter represents that he has thoroughly examined the drawings, specifications, schedule, instructions and all other contract documents. Underwriter has made all investigations necessary to be thoroughly informed regarding plant and facilities for delivery of material, equipment and/or services as required by the proposal conditions.

b. The Underwriter's delivery time includes weekends and holidays.

c. Underwriter certifies that he is a qualified, bondable business entity that he is not in receivership or contemplates it, and has not filed for bankruptcy. He further certifies that the Company, Corporation, Partnership, or Sole Proprietorship is not delinquent with respect to payment of County property taxes.

d. Underwriter warrants that all applicable patents and copyrights which may exist on items that will be supplied under the contract have been adhered to and further warrants that County shall not be liable for any infringement of those rights. Warranties granted County shall apply for the duration of the contract or for the life of equipment or supplies purchased, whichever is longer. County must not extend use of the granted exclusive rights to any other than County employees or those with whom County has established a relationship aimed at furthering the public interest, and then only for official public uses. County will not knowingly or intentionally violate any applicable patent, license, or copyright. Underwriter must indemnify County, its officers, agents, and employees against all claims, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees arising in connection with any alleged or actual infringement of existing patents, licenses or copyrights applicable to items sold.

e. The Underwriter warrants that upon execution of a contract with the County, he will not engage in employment practices which have the effect of discriminating against employees or prospective employees because of age, religion, race, color, sex, creed, handicap, or national origin and will submit reports as the County may require to assure compliance.

f. Underwriter warrants to County that all items delivered and all services rendered will conform to the specifications, drawings, or other descriptions furnished or incorporated by reference, and will be of merchantable quality, good workmanship, and free from defects. Underwriter further agrees to provide copies of applicable warranties or guarantees to the Purchasing Agent. Copies will be provided within 10 days after the Notice of Award is issued. Return of merchandise under warranty shall be at Underwriter's expense.

14. SUBCONTRACTS:

a. Underwriter shall not enter into any subcontracts for any service or activity relating to the performance of the Contract without the prior written approval or the prior written waiver of this right of approval from County. IT IS ACKNOWLEDGED BY UNDERWRITER THAT NO OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF COUNTY HAS THE AUTHORITY TO GRANT SUCH APPROVAL OR WAIVER UNLESS

EXPRESSLY GRANTED THAT SPECIFIC AUTHORITY BY THE COMMISSIONERS COURT.

b. If a subcontract is approved, Underwriter must make a "good faith" effort to take all necessary and reasonable steps to insure DBEs maximum opportunity to be subcontractors under a Contract.

Underwriter must obtain County approval of all proposed DBE subcontractors through the Purchasing Agent. Failure by Underwriter to make a good faith effort to employ HUBs as subcontractors constitutes a breach of a Contract and may result in termination of the Contract. For this project there is no specific DBE participation goal. See Section VIII. HUB Practices for more information regarding the County’s practices related to Historically Underutilized Businesses.

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15. ASSIGNMENT:

a. The parties to a Contract shall not assign any of the rights or obligation hereunder without the prior written consent of the other party. No official, employee, representative or agent of County has the authority to approve any assignment under this Contract unless that specific authority is expressly granted by Commissioners Court.

b. The terms, provisions, covenants, obligations and conditions of a Contract are binding upon and inure to the benefit of the successors in interest and the assigns of the parties to the Contract if the assignment or transfer is made in compliance with the provisions of the Contract.

c. Underwriter remains responsible for the performance of the Contract when there is a change of name or change of ownership. If a change of name is required, the Purchasing Agent shall be notified immediately. No change in the obligation of or to Underwriter will be recognized until it is approved by Commissioners Court.

16. DISPUTES AND APPEALS: The Purchasing Agent acts as the County representative in the issuance and administration of a contract in relation to disputes. Any document, notice, or correspondence not issued by or to the Purchasing Agent or other authorized County person, in relation to disputes is void unless otherwise stated in the contract. If the Underwriter does not agree with any document, notice, or correspondence issued by the Purchasing Agent, or other authorized County person, the Underwriter must submit a written notice to the Purchasing Agent within ten (10) calendar days after receipt of the document, notice, or correspondence, outlining the exact point of disagreement in detail. If the matter is not resolved to the Underwriter’s satisfaction, Underwriter may submit a written Notice of Appeal to the Commissioners Court, through the Purchasing Agent, if the Notice is submitted within ten (10) calendar days after receipt of the unsatisfactory reply. Underwriter then has the right to be heard by Commissioners Court.

17. MEDIATION: When mediation is acceptable to both parties in resolving a dispute arising under this Agreement, the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of competent jurisdiction, for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential as described in §154.073 of the Texas Civil Practice and Remedies Code, unless both parties agree, in writing, to waive the confidentiality.

18. FORCE MAJEURE: If the performance by either party of any of its obligations under a Contract is interrupted or delayed due to an act of God or the common enemy or as the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not a party to the Contract, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects thereof.

19. NON-WAIVER OF DEFAULT:

a. No payment, act or omission by County may constitute or be construed as a waiver of any breach or default of Underwriter which then exists or may subsequently exist. No official, agent, employee or representative of County may waive any breach of any term or condition of a Contract unless expressly granted that specific authority by the Commissioners Court.

b. All rights of County under a Contract are specifically reserved and any payment, act or omission shall not impair or prejudice any remedy or fight to County under it. Any right or remedy in a Contract shall not preclude the exercise of any other right or remedy under the Contract or under any law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies.

20. TERMINATION FOR CAUSE: Failure by either County or Underwriter to perform any provisions of a Contract…