ESBD_484604_1769182350427_EXHIBIT B_Terms and Conditions.pdf

Office of Court Administration

Terms and Conditions 1 1/22/2026

Exhibit B Texas Office of Court Administration -

Terms and Conditions

1. Offer and Acceptance A proposal submitted in response to this solicitation is an offer to contract based upon the terms, conditions, and specifications as agreed by OCA and the awarded vendor. A contract is created when a purchase order is executed. For purposes of these terms and conditions the awarded vendor is referred to as “Contractor”.

2. Contract Documents The contract documents will consist of the following:

(a) The executed purchase order;

(b) Any written Addenda or Amendments;

(c) The following documents agreed to by Contractor and OCA and originally attached to OCA’s filing instructions for RFO 212-26-0281: 1) Statement of Work (Exhibit A), 2) these Terms and Conditions (Exhibit B), 3) Requirements (Exhibit C),

4) Service Level Agreement (Exhibit E), and 5) Service Level Requirements (Exhibit E-1) ; and

(d) Any other exhibits, statements, or documents which OCA and Contractor determine should become part of the contract in the best interest of the State.

The contract documents contain the entire agreement between the Contractor and OCA and will be collectively referred to as the “Contract.” In the event of a conflict between the documents listed in this section, and to the extent any provisions in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions supersede the earlier provisions. Any modification, alteration, or waiver of any term, covenant, or condition of the contract and any attachments shall be in writing and executed by OCA and the Contractor. Additional terms or conditions contained in any Contractor license or user agreement do not supersede the provisions of this Exhibit B – Terms and Conditions, and to the extent of any conflict, the terms and conditions of this Exhibit B – Terms and Conditions shall control.

3. OCA’s Duties, Responsibilities, Obligations and Liabilities Contingent upon Funding OCA's duties, responsibilities, obligations, and liabilities are subject to adequate funding. The

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OCA may terminate this contract due to inadequate appropriations. OCA will not be in default for nonpayment under this contract if such funds are not available to OCA for payment of the OCA's obligations under this contract. A termination for inadequate funding shall be considered a termination for convenience except that OCA will promptly notify Contractor; release any retained funds for deliverables or services satisfactorily performed to date; and the Contract shall terminate simultaneously with the termination of appropriated funds. Upon termination of the Contract, OCA will discontinue payment hereunder.

4. Standards of Services Contractor shall provide all deliverables and related services in accordance with applicable professional standards of a contractor providing the same or similar deliverables or services.

Contractor represents and warrants that it has the requisite qualifications, experience, personnel and other resources to perform in the manner required by this Contract.

5. Personnel

5.1. Qualifications

Contractor shall assign only qualified personnel to this Contract. Contractor may substitute appropriate key staff to accomplish its duties so long as the substituted staff are equally qualified and skilled in the tasks necessary to accomplish the tasks and services required, but any substituted staff also must be approved by OCA’s Project Manager. Contractor shall submit résumés of the proposed personnel as soon as the need for substitution is known but no later than three (3) business days from hiring of the replacement.

5.2. Subcontractors

Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Contractor. No subcontract shall relieve Contractor of responsibility for ensuring the requested services are provided. If Contractor uses a subcontractor for any or all the work required, the following conditions shall apply:

• Contractors planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors.

• Subcontracting shall be solely at Contractor’s expense.

• OCA retains the right to check subcontractor’s background and approve or reject the use of submitted subcontractors.

• Contractor shall be the sole contact for OCA. Contractor shall list a designated point of contact for all OCA inquiries.

5.3. Background Checks

Prior to assigning any Contractor employee, temporary employee, contractor, subcontractor, Terms and Conditions 3 1/22/2026 or third-party resource (Contractor Personnel) to work on OCA’s account who will have access to Authorized Users’ Data, Contractor shall conduct, at its expense, a background check, criminal history investigation, and substance abuse screening of each such member of Contractor Personnel. Such background checks, criminal history investigations, and substance abuse screenings will include investigation of such matters as reasonably required by OCA, subject to the limitations of applicable law. Contractor shall maintain, in a reasonably accessible format and location, documentation evidencing that background checks and criminal history investigations have been completed on all Contractor Personnel and will grant OCA access to such documentation upon request. Contractor will exercise reasonable care and diligence to ensure that Contractor does not assign Contractor Personnel who are not legally authorized to work in the U.S. or who, based on the results of any background checks or criminal history investigations may present a threat to the safety or security of Authorized Users.

5.4. Removal of Contractor Personnel

In the event that OCA determines that Contractor Personnel assigned to provide services under this Contract are not skilled or competent in the tasks necessary to accomplish the tasks and services required under this Contract or are unprofessional, careless, unsuitable or otherwise objectionable, OCA will notify Contractor and Contractor will remedy the situation to the satisfaction of OCA. OCA reserves the right, in its sole discretion, to require the immediate replacement of any Contractor Personnel assigned to this Contract deemed by OCA to be unprofessional, incompetent, careless, unsuitable or otherwise objectionable.

5.5. Contractor Personnel Access to Authorized User Data

Authorized User Data may not be viewed or accessed by any Contractor Personnel except to the extent it is necessary for the member of Contractor Personnel to perform their function under the Contract. Contractor Personnel must be located within the United States of

America in order to access Authorized User Data.

6. Term and Termination

6.1. Term

The Contract shall become effective on the purchase order execution date and remain in effect for 36 months. OCA may extend the service term with the same terms and conditions for two additional 24-month periods by written notice in advance of expiration.

6.2. Termination for Cause

Without limitation on the right of OCA to terminate the Contract pursuant to its terms, OCA reserves the right, in its sole discretion, to terminate the Contract, in whole or in part, upon any one of the following conditions:

(a) A receiver, conservator, liquidator, or trustee of Contractor, or of any of its property is appointed by order or decree of any court or agency or supervisory authority having jurisdiction; or an order for relief is entered against Contractor, Terms and Conditions 4 1/22/2026 under Title 11 of the United States Code; or Contractor is adjudicated bankrupt or insolvent; or any portion of the property of Contractor is sequestered by court order and such order remains in effect for more than thirty (30) days after such party obtains knowledge thereof; or a petition is filed against Contractor under any state, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation, or receivership law of any jurisdiction, whether now or hereafter in effect, and such petition is not dismissed within thirty (30) days;

(b) Contractor files a case under Title 11 of the United States Code or is seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, receivership, or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any case or petition against it under any such law;

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

(d) A court of competent jurisdiction finds that Contractor has failed to adhere to any laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction;

(e) Contractor fails to communicate with OCA as required by the Contract;

(f) Contractor breaches an industry standard of confidentiality related to the

Contract;

(g) OCA determines that Contractor or any of its subcontractors have an unacceptable conflict of interest and such conflict is not cured within ten (10) calendar days following notification thereof to Contractor;

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(h) OCA determines that Contractor has failed to substantially perform under the Contract, which determination shall specify the events resulting in OCA’s determination that Contractor has failed to substantially perform under the Contract, and Contractor has not cured within ten (10) days; or

(i) Contractor fails to comply with any of the professional standards of a reasonably prudent contractor.

6.3. Termination for Convenience

OCA reserves the right, in its sole discretion, to terminate the Contract immediately, in whole or in part, without cost or penalty, by providing thirty (30) day written notice to Contractor, if OCA determines it is in the best interests of the State to do so.

6.4. Transition

Upon termination of the Contract for any reason, Contractor shall, in good faith and with reasonable cooperation, aid in the transition to any new arrangement and provider.

6.5. No Liability Upon Termination

If this Contract is terminated for any reason, OCA and the State shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination. In the event of termination of this Contract, OCA’s sole and maximum obligation shall be to authorize payment to Contractor for completed deliverables, performed in accordance with all requirements of this Contract, up to the termination date.

6.6. Rights upon Termination or Expiration of Contract

OCA and Contractor intend this agreement to be a contract for services. In the event that the Contract is terminated for any reason, or upon its expiration, Contractor shall promptly deliver to OCA all requested Authorized User Data in a format reasonably requested, or, if no request is made as to format, Contractor shall provide OCA a hard drive containing such requested Authorized User Data in a format that is easily readable and understandable.

Contractor shall not make or retain any copies of any Authorized User Data or related information.

6.7. Agency Posting of Contracts

Without prior written notice to Contractor, the Contract may be posted on OCA’s website as required by Texas Government Code §2261.253(a). If a redacted Offer is submitted by Contractor, the redacted Offer, rather than the unredacted version, will be posted.

6.8. Survival of Terms

Termination of the Contract for any reason does not release Contractor from any liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including

Terms and Conditions 6 1/22/2026 the provisions regarding confidentiality, indemnification, transition, records, or audits.

7. Invoices, Payment and Taxes Contractor shall invoice OCA following the end of each Fiscal Quarter for licenses requested by

OCA during the Fiscal Quarter, prorating the amount due for licenses that were used for less than the entire Fiscal Quarter. Invoices shall include, at a minimum, the following elements: (1) unique invoice number; (2) invoice date (i.e. the date the invoice was prepared or sent); (3)

OCA PO number; (4) line item description; (5) line item unit of measure; (6) line item quantity;

(7) extended line item cost (i.e. unit of measure times quantity); (8) grand total; (9) Contractor phone number or email address; (10) Contractor remittance information; and (11) Contractor vendor identification number. Contractor shall submit invoices electronically to accounting@txcourts.gov. Upon OCA request, Contractor shall provide any additional information necessary to validate invoices. OCA shall observe the requirements of Chapter

2251, Texas Government Code, to include withholdings for amounts in dispute and payment due dates. Pursuant to Section 151.309, Texas Tax Code, OCA is exempt from the assessment of

State taxes and, pursuant to Texas Administrative Code, Title 34, Part 1, Chapter 3, Subchapter

O, § 3.322(c)(4), is not required to present an exemption certificate with respect to State sales tax. In addition, OCA is exempt from federal taxes pursuant to 26 U.S.C. §§ 4253(i) and (j).

8. Dispute Resolution Any disputes that arise regarding the Contract will be managed by the OCA Project Manager.

Disputes that cannot be resolved by the OCA Project Manager will be escalated to the OCA Technology Sponsor, OCA Executive Sponsor, and OCA Legal Division as needed. The dispute resolution process provided for in Texas Government Code Chapter 2260 shall be used by OCA and Contractor to attempt to resolve any dispute arising under the Contract that cannot be resolved using the agreed upon escalation process.

9. Continued Performance Notwithstanding any other provision of this Contract to the contrary, unless otherwise requested or approved in writing by OCA, Contractor must continue performance and will not be excused from performance during the period in which a breach of contract claim, dispute or mediation is pending under a dispute resolution process.

However, Contractor may suspend performance during the pendency of such claim or dispute if

Contractor has complied with all provisions of Texas Government Code § 2251.051 and such suspension of performance is expressly applicable and authorized under that law.

10. Public Access to Records Although OCA is not subject to the Texas Public Information Act, all Contract Documents and information, and any report, analysis or data generated as a result of the Contract services and not made confidential by federal or state law may be subject to public disclosure under Rule 12 mailto:accounting@txcourts.gov

Terms and Conditions 7 1/22/2026 of the Rules of Judicial Administration. Any information Contractor failed to redact on a separate copy of Contractor’s response to RFO 212-26-0281 is subject to public disclosure without notice to Contractor.

11. Confidentiality; Authorized User Data Contractor must maintain and protect any information it receives, compiles, or creates, including Authorized User Data, as a result of the Contract in accordance with any federal or state laws and regulations that apply. Contractor must establish a method to secure the confidentiality of records and other information relating to OCA in accordance with applicable federal and state laws, rules, and regulations. The obligations of Contractor under this section will survive this Contract and must be included in all subcontracts.

Contractor agrees to maintain and shall execute a confidentiality agreement safeguarding the confidentiality of information received from OCA and all Authorized User Data during the term of this Contract. Contractor further agrees to provide a confidentiality agreement safeguarding the confidentiality of such information executed by each employee of Contractor or any subcontractor that participates or is expected to participate on this project.

In the event Contractor discovers or is notified of a Security Incident involving Authorized User Data, Contractor shall immediately notify OCA of such Security Incident, but no later than twenty-four (24) hours after Contractor becomes aware of it. Immediately following such notice, Contractor shall (i) fully investigate such Security Incident or potential Security Incident, including facilitating interviews with Contractor’s personnel and others involved in the matter, and (ii) immediately contain and remedy the Security Incident, including taking any and all action necessary to comply with applicable privacy rights, laws, regulations and standards.

To the extent a Security Incident is attributable to a breach by Contractor of Contractor’s obligations under this Contract, Contractor shall bear the costs incurred by Contractor in complying with its legal obligations relating to such Security Incident and, in addition to any other damages for which Contractor may be liable under this Contract, Contractor shall provide, if requested by OCA, (i) notice to affected Authorized Users, (ii) credit monitoring services for affected Authorized Users for thirty-six (36) months (where such Security Incident results in the potential for exposure of Highly- Sensitive Personal Information), (iii) $50,000 of identity theft insurance for affected Authorized Users, (iv) call center support for affected Authorized Users for thirty (30) days, and (v) any other services that OCA deems necessary to protect such affected Authorized Users in light of the risks posed by such Security Incident.

12. Insurance and Other Security Within five (5) business days of executing the Contract, Contractor shall provide OCA with current certificates of insurance or other proof acceptable to OCA of the following coverages:

(a) Standard Workers Compensation Insurance covering all personnel who will provide services under this Contract and endorsed with a waiver of subrogation against the

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State, OCA, counties, and courts, and their respective officers and employees, for bodily injury (including death), property damage or any other loss;

(b) Commercial General Liability Insurance with, at a minimum, the following limits:

$1,000,000 minimum each occurrence; $2,000,000 per general aggregate; and

(c) Professional Liability (Errors and Omissions Liability) and Cyber Risk Insurance covering acts, errors, and omissions arising out of Contractor’s operations or services with minimum limits of $1,000,000 per occurrence, $2,000,000 annual aggregate.

All such coverage shall be with companies licensed in the state of Texas, with “A” rating from Best, and authorized to provide the corresponding coverage. All policies shall contain endorsements prohibiting cancellation except upon at least thirty (30) days prior written notice to OCA. Contractor shall maintain the above insurance coverage during the term of this Contract and shall provide OCA with an executed copy of the policies immediately upon request.

13. Indemnification

CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, OCA AND ITS

OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES AND

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

PROCEEDINGS, INCLUDING 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 OR ARISING FROM

THE STATE’S, OCA’S, OR CONTRACTOR’S USE OF OR ACQUISITION OF ANY SERVICES,

SOFTWARE, OR OTHER ITEMS PROVIDED TO THE STATE OF TEXAS OR OCA BY CONTRACTOR

AND ALL RELATED COSTS, ATTORNEYS FEES, EXPENSES AND DAMAGES ARISING OUT OF,

CONNECTED WITH, OR RESULTING FROM ANY ACTS OR OMISSIONS OF CONTRACTOR OR

ANY AGENT, EMPLOYEE, SUBCONTRACTOR, ORDER FULFILLER OR SUPPLIER OF

CONTRACTOR OR SUBCONTRACTOR IN THE EXECUTION OR PERFORMANCE OF THE

CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. CONTRACTOR

SHALL COORDINATE ITS DEFENSE WITH THE TEXAS ATORNEY GENERAL’S OFFICE AS

REQUESTED BY OCA. CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.

CONTRACTOR AND OCA AGREE TO FURNISH TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM.

14. Antitrust Contractor represents and warrants that neither Contractor nor any firm, corporation, partnership, or institution represented by Contractor, nor anyone acting for such firm, corporation, or institution has violated the antitrust laws of Texas codified in 15.01, et. seq. of the Texas Business and Commerce Code, §2155.005 of the Government Code, or the federal antitrust laws, nor communicated directly or indirectly the Offer to any competitor or any other person engaged in such line of business as Contractor.

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15. Applicable Law; Venue This Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. Contractor agrees that the exclusive venue and jurisdiction of any legal action or suit arising under this Contract is, and that any such legal action or suit shall be brought, in any court of competent jurisdiction in Travis County, Texas.

16. Strict Compliance Time is of the essence in the performance of the Contract. Contractor shall strictly comply with all the Contract deadlines, requirements, and performance standards. OCA shall work collaboratively and cooperatively to ensure all Contract deadlines are met.

17. Assignments Without the prior written consent of OCA, Contractor may not assign this Contract, in whole or in part, and may not assign any right or duty required under it.

18. Federal, State and Local Requirements The State of Texas shall not be liable to Contractor or its employees for any unemployment or workers’ compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the State of Texas and shall pay all costs, penalties, or losses resulting from Contractor’s omission or breach of this Section.

19. Severability Clause If any provision of the Contract is later determined to be invalid, void, or unenforceable, then its remaining terms, provisions, covenants, and conditions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.

20. Compliance with Applicable Law and Conforming Amendments Contractor acknowledges it may be necessary to amend the Contract to incorporate any modifications necessary for OCA’s or Contractor’s compliance with any laws and regulations enacted after the execution of the Contract. OCA acknowledges that under certain circumstances it is unconstitutional to retroactively apply a law to impair the right to contract and under those circumstances this condition is inapplicable.

21. No Waiver; Sovereign Immunity Nothing in the Contract shall be construed as a waiver of the State’s sovereign immunity. The Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. OCA does not waive any privileges, rights, defenses, or immunities available to OCA by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract.

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22. Independent Contractor Contractor or Contractor’s employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing services under this Contract. Contractor or Contractor’s employees, representatives, agents and any subcontractors shall not be employees or agents of the State of Texas and shall not be entitled to benefits of state employment such as retirement or leave benefits. Should Contractor subcontract any of the services required in this Contract, OCA is in no manner liable to any subcontractor(s) of Contractor.

23. Limitation on Authority Contractor shall have no authority to act for or on behalf of OCA or the State of Texas except as expressly provided for in this Contract; no other authority, power or use is granted or implied.

Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or OCA.

24. Supporting Documents Contractor shall maintain and retain supporting fiscal and any other documents relevant to payments and expenditures under the Contract. Contractor 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 termination of the Contract or the resolution of all billing questions, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last.

Contractor must retain all work and supporting documents pertaining to this Contract for a period of at least seven (7) years after its end date for purposes of inspecting, monitoring, auditing, or evaluation by OCA and any authorized agency of the State of Texas, including an investigation by the State Auditor.

25. Access to Records; Audit Contractor 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. Contractor’s failure to comply with this Section shall constitute a material breach of the Contract and shall authorize OCA and the State of Texas to immediately assess appropriate damages for such failure. The State Auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this Contract or indirectly through a subcontract under this Contract. The acceptance of funds by Contractor or any other entity or person directly under the Contract, or indirectly through a subcontract under the Contract, shall constitute acceptance of the authority of the State Auditor, under the authority of the legislative audit committee, Comptroller or other agency of the State of Texas to conduct an audit or investigation in connection with those funds. Contractor shall ensure that this paragraph concerning the State’s authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. Furthermore, 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.

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26. Felony Criminal Convictions Contractor shall fully advise OCA as to the facts and circumstances surrounding conviction of a felony criminal offense of Contractor or any of its employees that are assigned to or associated with this Contract.

27. Notices Any written notices required under this Contract will be by either hand delivery or by U.S. Mail, certified, return receipt requested, and is effective on receipt by the affected party. Within 10 days of the issuance of the notice of award, Contractor must send OCA written notice of the address and contact person for notice purposes. The address and contact person for OCA will be María Elena Ramón, Office of Court Administration, P.O. Box 12066, Austin, TX 78711-2066.

Either party may change its designated notice address or contact person by written notification to the other party.

28. Debts or Delinquencies to State The Comptroller is prohibited from issuing any payment to a person or entity reported to have an indebtedness or delinquency to the State. To the extent that Contractor owes any debt or delinquent taxes to the State of Texas, any payments or other amounts Contractor is otherwise owed under this Contract shall be applied toward the debt or delinquent taxes until the debt or delinquent taxes is paid in full. Contractor agrees to comply with all applicable laws regarding satisfaction of debts or delinquencies to the State of Texas.

29. Electronic and Information Resources Accessibility Standards Contractor must comply with 1 Texas Administrative Code Chapter 213. In addition, Contractor shall provide OCA with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration

“Buy Accessible Wizard” (http://www.buyaccessible.gov).

30. Force Majeure Neither Contractor nor OCA shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. Each party must inform the other in writing, with proof of receipt, within three (3) business days of the existence of such force majeure, or otherwise waive this right as a defense.

http://www.buyaccessible.gov/

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31. Abandonment or Default If Contractor defaults on this Contract, OCA reserves the right to cancel this Contract without notice and re-award the Contract to any other vendor in the best interest of the State. Time is of the essence on this project. “Abandonment or default” may be presumed if any unexplained delay or lack of communication takes place for more than two (2) business days.

Contractor represents and warrants that neither Contractor nor its employees and subcontractors have an actual or potential conflict of interest in providing services to OCA and the State of Texas under the Contract and that Contractor’s provision of services under this Contract would not reasonably create an appearance of impropriety. If the circumstances represented by Contractor change or additional information is obtained subsequent to submission of offers or execution of the Contract, Contractor agrees that it is under a continuing duty to supplement its response under this provision and that the duty to disclose any conflicts of interest is an ongoing obligation throughout the term of the Contract. Contractor shall submit updated information as soon as reasonably possible upon learning of any change to Contractor’s representation. OCA will decide, in its sole discretion, whether an actual or perceived conflict should result in the disqualification of a prospective contractor or termination of the Contract.

Contractor must also disclose any of its staff who are current or former officers or employees of OCA, the Texas Judicial Council or the Judicial Branch Certification Commission or who are related, within the third degree by consanguinity (as defined by Tex. Gov’t Code Sec. 573.023) or within the second degree by affinity (as defined by Tex. Gov’t Code Sec. 573.025) to any current or former officers or employees of OCA, the Texas Judicial Council or the Judicial Branch Certification Commission

32. False Statements/Breach of Representations Any false statements by Contractor in the Contract documents or violation by Contractor of any of the representations, warranties, guarantees, certifications or affirmations included in the Contract shall constitute default by Contractor, and OCA may terminate or void the Contract for cause and pursue other remedies available to OCA under the Contract or applicable law.

33. Equal Opportunity Contractor represents and warrants that it shall comply with the Civil Rights Act in giving equal opportunity without regard to race, color, creed, sex, or national origin.

34. Franchise Tax Contractor represents and warrants that it is not currently delinquent in the payment of any franchise tax owed to the State of Texas pursuant to Article 2.45, Texas Business Corporation

Act.

35. Child Support Obligation Affirmation Under Section 231.006 of the Family Code, Contractor certifies that the individual or business entity named in this Contract, bid or application is not ineligible to receive the specified grant, Terms and Conditions 13 1/22/2026 loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate.

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

Management (SAM) maintained by the General Services Administration.

37. Publicity Contractor shall not issue or release any announcement, statement, press release, or other publicity or marketing material relating to this Contract, or without OCA’s prior written consent, use any of the names, logos, domain names, service marks, trademarks, or other likeness of

OCA or the Texas Judicial Branch. Contractor shall provide OCA with a copy of any such pre-approved media release not less than five (5) business days prior to its intended public release.

Notwithstanding the foregoing, Contractor may use OCA’s name in any client lists.

38. Warranty Contractor will provide a warranty period of at least ninety (90) calendar days beginning the day after

Deployment acceptance as provided in the SOW. The Warranty covers defects that OCA reports to the

Contractor using the approved process on or before the end of the warranty period. Correction and testing of such defects may extend beyond the end of the warranty period as needed until acceptance.

Contractor and OCA will agree in writing on the Warranty process before the warranty period begins, including but not limited to identification and reporting, correcting, testing and acceptance, production software release, warranty completion confirmation process, escalation paths, and warranty staff location.

39. Data Location and Access to Data Regardless of any other provision of the Contract or its incorporated or referenced documents, all Authorized User Data shall remain, reside, and be stored, processed, accessed, viewed, transmitted, and received, always and exclusively within the United States of America at all times.

40. Definitions Authorized User means a person licensed to use the System, as authorized by the Texas Office of Court Administration.

Court Security Division means the personnel assigned to OCA’s Judicial Security Division established pursuant to Texas Government Code Sec. 72.015.

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Covered Information (CI) has the meaning assigned under Texas Government Code Section

92.001(3) and includes the following:

(i) a home address, including primary and secondary residences;

(ii) a home or personal telephone number, including a mobile telephone number, used exclusively for purposes other than a business or commercial purpose;

(iii) an e-mail address;

(iv) a social security number or driver's license number;

(v) bank account, credit card, or debit card information;

(vi) a license plate number or other unique identifier of a vehicle owned, leased, or regularly used;

(vii) the identity of a child younger than 18 years of age;

(viii) a person's date of birth;

(ix) information regarding current or future school or day care attendance, including the name or address of the school or day care, schedules of attendance, or routes taken to or from the school or day care;

(x) employment information, including the name or address of the employer, employment schedules, or routes taken to or from the employer's location; and

(xi) photographs or videos that reveal information listed in subparagraphs (i)-(x).

Fiscal Quarter means the three-month periods that run from September 1 – November 30;

December 1 – February 28 or 29; March 1 – May 31; and June 1 – August 31.

Highly-Sensitive Personal Information means an individual’s (i) government-issued identification number (including Social Security number, driver’s license number, or state-issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual’s financial account; or (iii) biometric, genetic, health, medical, or medical insurance data.

Authorized User Data means Covered Information and any data, metadata or information of or regarding any Authorized User provided to or obtained by Contractor in connection with the performance of Contractor’s obligations under this Contract. Authorized User Data includes any personal information obtained or used in connection with the Services, including any

Personal Data and Highly-Sensitive Personal Information.

Terms and Conditions 15 1/22/2026

Personal Data means that portion of Authorized User Data that (i) is subject to any privacy laws; (ii) identifies or can be used to identify an individual (including, without limitation, names, signatures, mailing addresses, email addresses, physical addresses, telephone numbers, and other unique identifiers); or (iii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, answers to security questions, or other personal identifiers).

Security Incident means (i) any act or omission that compromises either the security, confidentiality, or integrity of Authorized User Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor, that relate to the protection of the security, confidentiality or integrity of Authorized User Data, including any unauthorized access to or disclosure of Authorized User Data, or (ii) any actual or alleged breach of this Contract relating to such privacy and data security practices.