ESBD_531526_1782410895014_RFP Professional Licensing Exam Development - Final.docx

TEXAS BEHAVIORAL HEALTH EXECUTIVE COUNCIL

REQUEST FOR PROPOSALS

Licensure Examination Development and Delivery

RFP No. 510-26-0003

July 1, 2026

Anticipated Schedule of Event

767674

The Respondent's authorized agent must sign below. By signing this document, the Respondent acknowledges that all information contained in the document is true and correct and that Respondent agrees to comply with all terms and conditions. Failure to sign this document will disqualify your response. By signing this proposal, Respondent certifies that if a Texas address is shown as the address and qualifies as a Texas Vendor as defined in 34 TAC Rule 20.25(75).

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Table of Contents

I. SUMMARY.

A. Type of Submission: Request for Proposal (RFP)

B. Issuing Office: Texas Behavioral Health Executive Council George H.W. Bush State Office Building 1801 Congress, Ste 7.300 Austin, Texas 78701

C. Additional Requirements/Qualifications: N/A

D. Responses to RFP: Sealed Competitive Proposals

E. Deadline for Proposals: August 31, 2026

F. Initial Contract Term: Date of Award to August 31, 2029

G. Optional Contract Terms: September 1, 2029 through August 31, 2033

H. BHEC Contact Person for this RFP: Robert Romig, Deputy Executive Director robert.romig@bhec.texas.gov

I. Proposals Submitted by Email: Required; See Section VII.A.

J. Proposals Submitted by Fax: Not Acceptable

K. Pre-Proposal Conference: N/A

L. Pre-Proposal Inspection: N/A

M. Letters of Intent to Submit a Proposal: N/A

N. RFP Addenda: BHEC reserves the right to change the dates in the schedule of events above upon written notification to prospective Respondents through a posting on the Electronic State Business Daily (ESBD) as an Addendum. It is the responsibility of interested parties to periodically check the ESBD for updates to the RFP prior to submitting a Proposal. The Respondent's failure to neither periodically check the ESBD will in no way release the awarded Respondent from the requirements of "addenda or additional information" nor will any resulting additional costs to meet the requirements be allowed after the award(s).

O. Questions and Answers: Questions regarding this RFP must be in writing and must be submitted to the BHEC Contact Person specified in Part H, no later than July 31, 2026. Telephone inquiries will not be accepted. Questions may be submitted by email to the email address specified in Part H. BHEC intends to post answers to the questions received on the ESBD on August 7, 2026, or as soon thereafter as practical.

P. Respondent Presentations: BHEC may request presentations/interviews with one or more Respondents as part of the evaluation process. Presentations will be conducted virtually and may be used to clarify proposal information, assess the Respondent’s understanding of the project requirements, and distinguish the qualifications, capabilities, and overall suitability of Respondents.

Q. Evaluation of Proposals under Best Value Standard (Section 2157.003 of the Texas Government Code):

R. Due to building access restrictions, Respondents will not be permitted to hand deliver Proposals to the Issuing Office. Respondents are required to submit Proposals electronically via email in accordance with Section VII, Part A of the RFP.

S. Contact with BHEC Staff: Upon issuance of this RFP, employees and representatives of BHEC, other than the BHEC Contact Person identified in Section 1.H, will not discuss the contents of this RFP 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 Proposal. This restriction does not preclude discussions between the parties to conduct business unrelated to this procurement.

II. INTRODUCTION.

A. Introduction The Texas Behavioral Health Executive Council (Council) seeks a qualified vendor to support the development of a new licensure examination for psychologists and psychological associates. The examination will assess minimum competence for safe and effective practice and will support supervised and independent practice thresholds. The Council anticipates a multi-vendor or hybrid model for program delivery.

B. Background and History The Council is a state agency operating under the authority of Chapters 501, 502, 503, 505, and 507 of the Texas Occupations Code. The Council was created by the 86th Legislature in 2019 following consecutive reviews of its member boards by the Sunset Advisory Commission. The Council consists of the Texas State Board of Examiners of Marriage and Family Therapists, Texas State Board of Examiners of Professional Counselors, Texas State Board of Examiners of Psychologists, and the Texas State Board of Social Worker Examiners. The Council is designed to play a central role in the regulation of behavioral health services and social work practice in Texas.

The mission of the Council is to protect and promote the welfare of the people of Texas by ensuring that behavioral health services and social work practice are provided by qualified and competent practitioners who adhere to established professional standards. This mission is derived from the duly enacted statutes governing each regulated profession, as well as the law creating the Council, and supersedes the interest of any individual or special interest group.

Additional information regarding the Council can be found at www.bhec.texas.gov.

C. Definitions and Acronyms.

For purposes of this RFP, the following definitions apply.

III. SPECIFICATIONS

A. Minimum Vendor Qualifications The Council seeks to retain test development, psychometric, and advisory services to support the design, validation, and implementation of an occupational licensing examination. The Council anticipates development of multiple examination forms to support initial launch and ongoing administration, as well as the potential development of practice examination and preparatory examination materials. Vendors should account for these elements in their proposed approach and pricing. All work and justification for proposed solutions should be in alignment with the Standards for Educational and Psychological Testing.

In addition to the traditional psychometric and examination development services outlined in this RFP, the Council may also seek support for program infrastructure, operational coordination, and strategic advisory services. This may include project management of initial test development, coordination of subject matter experts and development activities, support for candidate registration and eligibility workflows, vendor coordination, and advisory support related to program design, policies, and long-term sustainability. Vendors are encouraged to include description of how these services will be handled in their proposal, including directly or in partnership with other firms.

Therefore, the minimum acceptable vendor qualifications shall include:

· At least five (5) years of experience developing, administering, and maintaining high-stakes licensure, certification, or regulatory examinations used to assess professional competence and protect the public; and

· Demonstrable expertise in psychometric and examination development services, including practice analyses/job task analyses, examination blueprint development, item banking, standard setting, scoring, equating, and ongoing evaluation of examination reliability and validity.

· Experience supporting professional licensing boards, certification bodies, governmental agencies, or similar organizations responsible for credentialing decisions.

· Ability to administer secure computer-based examinations through a scalable testing platform capable of supporting future expansion to regional or national candidate populations.

· Demonstrated examination security capabilities, including secure item banking, candidate identity verification, test center or remote proctoring solutions, incident response procedures, and data protection measures.

· Knowledge of and ability to comply with the Standards for Educational and Psychological Testing and other nationally recognized testing and credentialing best practices.

· Capacity to provide examination program management services, including candidate services, accommodations administration, reporting, psychometric consultation, and regulatory board support.

· Experience supporting the operational and strategic management of high-stakes licensure or certification programs, including governance, SME management, candidate services, vendor coordination, and program planning.

· Preference may be given to vendors with experience developing and administering psychology, behavioral health, mental health, healthcare, or other professional licensure examinations.

B. Scope of Work The Council seeks a qualified contractor to provide comprehensive examination development, psychometric, administration, and program management services for a high-stakes psychology licensure examination. The selected contractor will support the design, implementation, maintenance, and ongoing evaluation of a legally defensible examination program that protects the public and assesses minimum competence for licensure. The Board intends for the examination program to be scalable and capable of supporting future expansion beyond the state level. The scope of work shall include:

Core Responsibilities

· Conduct or validate Job/Practice Analysis (JTA)

· Develop examination blueprint

· Provide item development training and support

· Conduct psychometric analysis and reporting

· Support test form development and assembly

· Conduct standard setting

· Design and support pilot (beta) testing

· Provide technical documentation and ongoing evaluation

· Provide or integrate with secure item authoring and banking systems

Job/Practice Analysis

· Use qualified SME panels and survey-based validation methods

· Ensure appropriate representation across practice settings, experience levels, and geographic regions (including the United States and Canada, as applicable)

· Produce a defensible technical report documenting methodology and results

· Translate findings into an examination blueprint with documented weighting

· Ensure the JTA and resulting blueprint are designed and reflect the practical application of psychological knowledge in common practice settings.

Exam Design Requirements

· Approximately 50% situational judgment items (SJIs)

· Consideration of alternative item types (e.g. hot spot, drag and drop etc.)

Support up to 4.5 hours of seat time, minimizing speediness

· Support single compensatory or modular/multiple-hurdle models

· Provide recommendations on optimal structure

Standard Setting

· Use Modified Angoff or justified alternative

· Train and facilitate SME panels

· Establish two cut scores (supervised and independent practice)

· Support a single exam with dual pass points

· Provide technical documentation and rationale

Psychometric Analysis

· Conduct Classical Test Theory (CTT) analyses

· Conduct Item Response Theory (IRT) modeling, as appropriate

· Perform Differential Item Functioning (DIF) analysis

· Provide recommendations for item retention, revision, or removal

· Document analyses for technical and regulatory review

Fairness, Bias Review, and Mitigation

· Conduct item bias and sensitivity review processes

· Integrate fairness principles into item development

· Perform routine DIF analysis

· Propose and justify additional approaches (bias review teams, implicit bias training, latent regression)

Test Development Activities

· Item writing training and workshops

· Item review and approval meetings

· Copy editing and content review

· Item bank gap analysis

· Item classification and recoding

· Fixed form assembly and/or multi-form development

· Test form review meetings

· Form-based item analysis

· Equating and scaling methodologies

Pilot and Beta Testing The State of Texas prefers to do additional pilot testing given that the exam is new. Vendors are asked to provide separate pricing for additional piloting beyond beta testing:

· Include form and administration for independent review

· Include administration for pilot (pre-beta) testing to include:

· candidates within and outside the profession

· Include known groups (e.g. interns, new licensees, senior practitioners, non psychologists)

· Include administration for Beta testing

· Analyze item performance, form performance, and timing data

· Provide recommendations for operational readiness and scoring

Test Administration and Delivery

· Support access to a test center network

· Support remote proctored delivery

· Support scheduling and authorization workflows

· Support score transmission

· Provide guidance on security and test integrity

Candidate Registration and Eligibility Systems

· Provide candidate registration solution.

· Enable CSV/API data exchange

· Support eligibility uploads and score return

· Support reconciliation processes

Item Authoring and Banking Systems

· Provide secure item authoring tools with role-based access

· Support workflows across multiple SME groups

· Maintain version control and audit trails

· Provide secure item banking with classification and tracking

· Support integration with psychometric data

Technical Documentation

· Practice analysis report

· Standard setting report

· Technical manual

· Ongoing psychometric reports

Security and Compliance

· Ensure item bank and data security

· Provide fraud detection and test security measures

· Ensure compliance with data privacy requirements

Collaboration Requirement

· Work with program management partners or Council staff

· Support coordinated workflows across vendors

· Communicate with technical and non-technical stakeholders

Validation and Research - Core Validation (Required)

· Ensure content validity through JTA and blueprint alignment

· Provide psychometric analyses supporting score interpretation

· Implement fairness and bias review processes

· Document validation evidence

Validation and Research - Enhanced Validation (Desired) Consideration should be given to additional strategies as supplemental evidence of validation. Vendors should provide options based on their experience and expertise. Some suggested methodologies include:

· Known groups validation (graduate students, interns, early career, mid-year, Board Certified, non psychology majors)

· Concurrent validity (e.g., supervisor ratings)

· Discriminant validity (e.g., GRE comparison)

· Convergent validity aligned with APA frameworks

· Measurement and structural invariance analyses, where feasible based on available sample size and subgroup representation

· Longitudinal validation (e.g. comparison with disciplinary data)

*We are aware that portions of this request exceed standard practice for pre-operational validation in credentialing examinations. Vendors are invited to comment on feasibility and propose alternative or staged approaches consistent with professional standards. Pricing for this component should be provided separately.

Data Infrastructure

· Data collection methods

· Integration with systems

· Data governance and security

· Long-term research capability

C. Payment and Pricing Terms The Proposal shall include a detailed pricing schedule for all services described in this RFP. Respondents should clearly identify all costs associated with examination development, psychometric services, examination administration, program management, technology platforms, candidate services, and any other applicable fees.

Pricing may be presented as fixed-fee, milestone-based, hourly, per-candidate, or other pricing models, provided the Respondent clearly explains the proposed fee structure. The Proposal should also include assumptions used in developing the pricing, including estimated service levels, candidate volumes, and any anticipated annual costs.

D. Evaluation Criteria for Award Proposals will be evaluated based on the following criteria.

1. Costs – 30% of score Cost proposals will be evaluated based on the total projected cost of the proposed solution, as well as the reasonableness, completeness, transparency, and sustainability of the pricing structure. Evaluation may include consideration of all fees associated with examination development, administration, psychometric services, technology platforms, candidate services, and ongoing program support.

2. Technical and Implementation Proposal - 30% of score The proposed approach to delivering the Scope of Work will be evaluated based on its quality, feasibility, creativity, alignment with the Board’s objectives, examination industry best practices, project timeline, incorporation of modern examination techniques, and the Respondent’s demonstrated understanding of high-stakes licensure examination development and administration.

3. Respondent’s Qualifications, Experience and Past Performance – 40% of score

a) Qualifications: The Respondent’s qualifications, experience, and past performance will be evaluated based on the depth and breadth of its experience developing, administering, and supporting high-stakes licensure, certification or regulatory examinations. Consideration will be given to the Respondent’s experience providing psychometric, examination administration, program management and related services for professional credentialing programs. The evaluation will also consider the Respondent’s demonstrated success in delivering similar projects, references from current or former clients, and its ability to support the Board’s long-term examination program objectives.

b) Past Performance Reporting: A Respondent’s past performance will also be measured based upon pass/fail criteria, in compliance with applicable provisions of Texas Government Code sections 2155.074, 2155.075, 2156.007, 2157.003, and 2157.125. Respondents may fail this selection criteria for any of the following conditions:

i. A score of less than C in the Texas Vendor Performance System,

ii. Currently under a Corrective Action Plan through the CPA,

iii. Having repeated negative Vendor Performance Reports for the same reason,

iv. Having purchase orders that have been cancelled in the previous 12 months for non-performance (i.e., late delivery, etc.).

Contractor performance information is located on the CPA web site at: https://www.comptroller.texas.gov/purchasing/programs/vendor-performance-tracking/

The Council may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (as authorized by 34 Texas Administrative Code §20.115), the Council may examine other sources of vendor performance including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Any such investigations shall be at the sole discretion of the Council, and any negative findings, as determined by the Council, may result in no-award to the Respondent.

E. Contract Term.

The services requested shall be provided for a period beginning on the date of contract signature and ending August 31, 2029. The term of a contract entered into as a result of this RFP may be renewed for up to one additional four-year period following the initial awarded contracting period without the need for an additional re-bidding process.

IV. RFP PROTEST PROCEDURES.

Any actual or prospective Respondent who is aggrieved in connection with this RFP evaluation or award of any contract resulting from this RFP may formally protest as provided in CPA’s rules at 34 TAC, Part 1, Chapter 20, Subchapter F, Division 3.

V. SUBCONTRACTORS.

Subcontractors providing services under the Contract shall meet the same requirements and level of experience as required of Respondent. No subcontract under the Contract shall relieve Respondent of responsibility for ensuring the requested services are provided. Respondents planning to subcontract all or a portion of the work to be performed shall identify the proposed subcontractors and the proposal shall include a letter from each proposed subcontractor agreeing to work on the team.

VI. PERFORMANCE TRACKING.

The Council will monitor the performance of the Contract issued under this RFP. All services under the Contract shall be performed at an acceptable quality level. All deliverables will be submitted in accordance with the timeline agreed upon at contract signing. Performance tracking methods may include, but are not limited to meetings, and documentation requirements deemed necessary by the agency to assess progress of the contractor toward meeting the identified goals and outcomes established in response to assessments of unsatisfactory performance in accordance with this procedure.

VII. RESPONDENT DOCUMENTS.

All Respondent documents that are related to the Services, this RFP, Respondent’s Proposal, or a resulting contract including, but not limited to, boilerplate service agreements, service schedules, published specifications, warranty information, terms of service, ordering documents, and license agreements, are collectively referred to in this RFP as “Respondent Documents.” Respondent must include copies of all proposed Respondent Documents with Respondent’s Proposal. The Council reserves the right, in its sole discretion, to amend the Respondent Documents to conform to this RFP and Texas law and provide them to Respondent for approval and signature prior to contract award. Respondent Documents that are (1) submitted as part of the Proposal and (2) amended to conform to this RFP and Texas law through mutual, written agreement of Successful Respondent and the Council, will be incorporated as part of the Contract.

VIII. SUBMISSION OF PROPOSAL

Respondent must submit its Proposal electronically via email, in accordance with the following:

1. The Proposal must be emailed to robert.romig@bhec.texas.gov and jennifer.noack@bhec.texas.gov;

2. The subject line of the email must include Respondent’s name and a reference to the RFP number;

3. All attachments to the email must be in a standard format such as Word, Excel, or Adobe PDF; and

4. All required forms must be manually signed with scanned signatures.

Respondent is solely responsible for ensuring timely delivery of its Proposal to the Issuing Office by the deadline. Late Proposals will not be accepted.

A. Costs.

The Council will not reimburse the Respondent for any cost related to its Proposal. The Respondent is responsible for any expense related to the preparation and submission of its Proposal.

B. Copyright.

The Council will not consider any Proposal that bears a copyright.

C. Texas Public Information Act (PIA).

1. Proposals will be subject to the Texas Public Information Act (PIA), Tex. Government Code, Chapter 552, and may be disclosed to the public upon request.

2. The Proposal and other submitted information shall be presumed to be subject to disclosure unless a specific exception to disclosure under the PIA applies.

3. If it is necessary for the Respondent to include proprietary or otherwise confidential information in its Proposal or other submitted information, the Respondent must clearly label that proprietary or confidential information and identify the specific exception to disclosure in the PIA.

Merely making a blanket claim that the entire Proposal is protected from disclosure because it contains some proprietary information is not acceptable and shall make the entire Proposal subject to release under the PIA. In order to initiate the process of seeking an Attorney General opinion on the release of proprietary or confidential information, the specific provisions of the Proposal that are considered by the Respondent to be proprietary or confidential must be clearly labeled as described below. Any information which is not clearly identified as proprietary or confidential shall be deemed to be subject to disclosure pursuant to the PIA.

Subject to the Act, Respondents may protect trade and confidential information from public release. Trade secrets or other confidential information, submitted as part of a Proposal, shall be clearly marked at each page it appears. Such marking shall be boldface type in red, at least 14-point font, and use the term “CONFIDENTIAL” on the specific part or page of the Proposal considered to be confidential by the Respondent.

D. Contents.

Listed below is a summary of all information to be included in a Proposal submitted in response to this RFP. The Council reserves the right, in its sole judgment and discretion, to waive minor technicalities and errors in the best interest of the state.

1. Respondent Information: Respondent must submit the following in its Proposal:

a) Respondent’s identifying information:

i. name and address of business entity submitting the Proposal;

ii. list of all principals;

iii. type of business entity (e.g., corporation, partnership);

iv. state of incorporation or organization; and

v. principal place of business.

b) Respondent’s contact information (i.e., name, title, email address, and phone number) for the individual(s) who will be the Council’s point of contact for questions regarding the Proposal and the Contract.

2. Signature Page. Failure to sign and return the Signature Page with the submitted Proposal will result in rejection of the Proposal.

3. Conflict of Interest, Nondisclosure Agreement, and Certification Regarding Public Nature of the Proposal. Failure to sign and return these documents with the submitted Proposal will result in rejection of the Proposal.

IX. STANDARD TERMS AND CONDITIONS.

Any Contract awarded as a result of this RFP will contain the general terms and conditions listed below in this Section, as well as any other provisions required by Texas law. Subcontractors are also obliged to comply with these provisions.

A. Confidentiality and Public Information Notwithstanding any provisions of this Contract to the contrary, Contractor understands that the Council will comply with the Texas Public Information Act, Tex. Government Code, Chapter 552 as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. The Council agrees to notify the Contractor in writing within a reasonable time from receipt of a request for information related to Contractor's work under this Contract. The contractor will cooperate with the Council in the production of documents responsive to the request. The Council will make a determination whether to submit a Public Information Act request to the Attorney General. Contractor will notify the Council's point of contact within twenty-four (24) hours of receipt of any third-party requests for information that was provided by the State of Texas for use in performing the Contract. This Contract and all data and other information generated or otherwise obtained in this performance may be subject to the Texas Public Information Act. Contractor agrees to maintain the confidentiality of information received from the State of Texas during the performance of this Contract, including information which discloses confidential personal information particularly, but not limited to, social security numbers.

B. Indemnification

1. Acts or Omissions:

Contractor shall indemnify and hold harmless the State of Texas and the Council, and/or their officers, agents, employees, representatives, subcontractors, assignees, and/or designees from any and all liability, actions, claims, demands, or suits, and all related costs, attorney fees, and expenses arising out of, or resulting from any acts or omissions of the contractor or its agents, employees, subcontractors, order fulfillers, or suppliers of subcontractors in the execution or performance of the contract and any purchase orders issued under the contract. The defense shall be coordinated by contractor with the office of the attorney general when Texas state agencies are named defendants in any lawsuit and contractor may not agree to any settlement without first obtaining the concurrence from the office of the attorney general. Contractor and the Council agree to furnish timely written notice to each other of any such claim.

2. Infringements:

a) Contractor shall indemnify and hold harmless the State of Texas and the Council, and/or their employees, agents, representatives, subcontractors, assignees, and/or designees from any and all third-party claims involving infringement of united states patents, copyrights, trade or service marks, and any other intellectual or intangible property rights in connection with the performances or actions of contractor pursuant to this contract. The contractor and the Council agree to furnish timely written notice to each other of any such claim. The contractor shall be liable to pay all costs of defense including attorneys’ fees. The defense shall be coordinated by the Council with the office of the attorney general when Texas state agencies are named defendants in any lawsuit and the Council may not agree to any settlement without first obtaining the concurrence from the office of the attorney general.

b) Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product or service without Contractor’s written approval, (iii) any modifications made to the product or service by the Contractor pursuant to the Council’s specific instructions, (iv) any intellectual property right owned by or licensed to the Council, or (v) any use of the product or service by the Council that is not in conformity with the terms of any applicable license agreement.

c) If Contractor becomes aware of an actual or potential claim, or the Council provides Contractor with notice of an actual or potential claim, Contractor may (or in the case of an injunction against the Council, shall), at Contractor’s sole option and expense; (i) procure for the Council the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that the Council’s use is non-infringing.

C. Taxes/Workers’ Compensation/Unemployment Insurance – Including Indemnity

1. Contractor agrees and acknowledges that during the existence of this contract, contractor shall be entirely responsible for the liability and payment of contractor’s and contractor’s employees’ taxes of whatever kind, arising out of the performances of this contract. Contractor agrees to comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers’ compensation. The Council and the State of Texas shall not be liable to the contractor, its employees, agents, or others for the payment of taxes or the provision of unemployment of another governmental entity.

2. Contractor agrees to indemnify and hold harmless the Council, the State of Texas and/or their employees, agents, representatives, subcontractors, 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. The contractor shall be liable to pay all costs of defense including attorneys’ fees. The defense shall be coordinated by contractor with the office of the attorney general when Texas state agencies are named defendants in any lawsuit and contractor may not agree to any settlement without first obtaining the concurrence from the office of the attorney general. Contractor and the Council agree to furnish timely written notice to each other of any such claim.

D. Dispute Resolution

1. The dispute resolution process provided for in Tex. Government Code, Chapter 2260 shall be used by the Council and Contractor to resolve any dispute arising under the Contract.

2. The dispute resolution process provided for in Chapter 2260 shall be used, as further described herein, to attempt to resolve a claim for breach of contract asserted by the Contractor under the Contract. If the Contractor's claim for breach of Contract cannot be resolved by the Parties in the ordinary course of business, it shall be submitted to the negotiation process provided in Chapter 2260. To initiate the process, the Contractor shall submit a written notice, as required by Chapter 2260, to the Executive Director or his or her designee. The notice shall also be given to the individual identified in the Contract for receipt of notices. Compliance by the Contractor with Chapter 2260 is a condition precedent to the filing of a contested case proceeding under Chapter 2260.

3. The contested case process provided in Chapter 2260 is the Contractor's sole and exclusive process for seeking a remedy for an alleged breach of Contract by the Council if the Parties are unable to resolve their disputes as described above.

4. Compliance with the contested case process provided in Chapter 2260 is a condition precedent to seeking consent to sue from the Legislature under Chapter 107, Civil Practices and Remedies Code. Neither the execution of the Contract by the Council nor any other conduct of any representative of the Council relating to the Contract shall be considered a waiver of sovereign immunity to suit.

5. For all other specific breach of contract claims or disputes under the Contract, the Council and the Respondent shall first attempt to resolve them through direct discussions in a spirit of mutual cooperation. If the Parties' attempts to resolve their disagreements through negotiations fail, the dispute will be mediated by a mutually acceptable third party to be chosen by the Council and the Contractor within fifteen (15) days after written notice by one of them demanding mediation under this Section. The Contractor shall pay all costs of the mediation unless the Council, in its sole good faith discretion, approves its payment of all or part of such costs. By mutual agreement, the Council and the Contractor may use a non-binding form of dispute resolution other than mediation. The purpose of this Section is to reasonably ensure that the Council and the Contractor shall, in good faith, utilize mediation or another non-binding dispute resolution process before pursuing litigation. The Council’s participation in, or the results of, any mediation or other non-binding dispute resolution process under this Section or the provisions of this Section shall not be construed as a waiver by the Council of (1) any rights, privileges, defenses, remedies or immunities available to the Council as an agency of the State of Texas or otherwise available to the Council; (2) the Council’s termination rights; or (3) other termination provisions or expiration dates of the Contract.

6. Notwithstanding any other provision of the Contract to the contract, unless otherwise requested or approved in writing by the Council, the Contractor shall continue performance and shall not be excused from performance during the period any breach of contract claim or dispute is pending under either of the above processes; however, the Contractor may suspend performance during the pendency of such claim or dispute if the Contractor has complied with all provisions of §2251.051, Tex. Government Code, and such suspension of performance is expressly applicable and authorized under that law.

E. Liability for Taxes Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, but not limited to, any federal, State, or local income, sales or excise taxes of Contractor or its employees. The Council shall not be liable for any taxes from this Contract.

F. Equal Employment Opportunity Practices

In accordance with the Texas Government Code, Sections 2161.181-182, state agencies shall make a good faith effort to utilize Historically Underutilized Businesses (HUBs) in contracts for construction, services, including professional and consulting services and commodities contracts.

G. Amendments This Contract may be amended only upon written agreement between the Council and Contractor; however, any amendment of this Contract that conflicts with the laws of the State of Texas shall be void ab initio.

H. Applicable Law; Venue This Contract shall be governed by and construed in accordance with the laws of the State of Texas. The venue of any suit arising under this Contract is fixed in any court of competent jurisdiction of Travis County, Texas.

I. Strict Compliance Time is of the essence in the performance of this Contract. The contractor shall strictly comply with all of the deadlines, requirements, and Standards of Performance for this Contract.

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

K. Federal, State, and Local Requirements Contractors shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Contractor shall comply with all federal and State tax laws and withholding 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 the Contractor’s. omission or breach of this Section.

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

M. Applicable Law and Conforming Amendments Contractor must comply with all laws, regulations, requirements and guidelines applicable to a Contractor providing services to the State of Texas as these laws, regulations, requirements and guidelines currently exist and as they are amended throughout the term of this Contract. The Council reserves the right, in its sole discretion, to unilaterally amend this Contract throughout its term to incorporate any modifications necessary for the Council’s or Contractor's compliance with all applicable State and federal laws, and regulations.

N. No Waiver Nothing in this Contract shall be construed as a waiver of the state's sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the 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 this Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. The Council does not waive any privileges, rights, defenses, or immunities available to it by entering into this Contract or by its conduct prior to or subsequent to entering into this Contract.

O. No Liability Upon Termination If this Contract is terminated for any reason, the Council and the State of Texas shall not be liable to Contractor for any damages, claims, losses, or any other amounts arising from or related to any such termination. However, Contractor may be entitled to the remedies provided in Government Code, Chapter 2260.

P. Independent Contractor Contractor or Contractor's employees, representatives, agents and any subcontractors shall serve as an independent contractor in providing the services under any PO resulting from this RFP. Contractor or Contractor's employees, representatives, agents and any subcontractors shall not be employees of the Council. Should Contractor subcontract any of the services required in this RFP, Contractor expressly understands and acknowledges that in entering into such subcontract(s), the Council is in no manner liable to any subcontractor(s) of Contractor. In no event shall this provision relieve Contractor of the responsibility for ensuring that the services rendered under all subcontracts are rendered in compliance with this RFP.

Q. Limitation on Authority; No Other Obligations Contractor shall have no authority to act for or on behalf of the Council 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 the Council.

R. Supporting Documents, Retention; Right to Audit; Independent Audits

1. Contractor shall maintain and retain supporting fiscal and any other documents relevant to showing that any payments under this Contract funds 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 State Auditor. 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 date of submission of the final invoices or until a resolution of all billing questions, whichever is later. The contractor shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all documents and other information related to the Work under this Contract. Contractor and the subcontractors shall provide the State Auditor with any information that the State Auditor deems relevant to any investigation or audit. Contractor must retain all work and other supporting documents pertaining to this Contract, for purposes of inspecting, monitoring, auditing, or evaluating by the Council and any authorized agency of the State of Texas, including an investigation or audit by the State Auditor.

2. The 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 the Section shall constitute a material breach of this Contract and shall authorize the Council and the State of Texas to immediately assess appropriate damages for such failure. Pursuant to Government Code, §2262.154 the acceptance of funds by Contractor 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 the State Auditor to conduct an audit or investigation in connection with those funds. Contractor acknowledges and understands that the acceptance of funds under this Contract shall constitute consent to an audit by the State Auditor, Comptroller or other agency of the State of Texas. The 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.

S. Deceptive Trade Practices; Unfair Business Practices The contractor represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Tex. Bus. & Com. Code, Chapter 17, or allegations of any unfair business practice in any administrative hearing or court suit and that Contractor has not been found to be liable for such practices in such proceedings. Contractor certifies that it has no officers who have served as officers of other entities who have been the subject allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit and that such officers have not be found to be liable for such practices in such proceedings.

T. Equal Opportunity Contractor represents and warrants that it shall not discriminate against any person on the basis of race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, disability, age (40 or older) or genetic information (including family medical history) in the performance of this Contract.

U. Antitrust Contractor represents and warrants that neither Contractor nor any firm, corporation, partnership, or institution represented by Contractor, or anyone acting for such firm, corporation or institution has (1) violated the antitrust laws of the State of Texas under Tex. Bus. & Com. Code, Chapter 15, or the federal antitrust laws; or (2) communicated directly or indirectly the Proposal to any competitor or any other person engaged in such line of business during the procurement process for this Contract.

V. Notices Any written notices required under this Contract must be given by hand delivery, electronic mail, or US Mail, certified, return receipt requested, to the party’s designated address for notice.

Texas Behavioral Health Executive Council Attn: Robert Romig, Deputy Executive Director George H.W. Bush State Office Building 1801 Congress Ave., Ste. 7.300 Austin, Texas 78701 robert.romig@bhec.texas.gov

(Contractor’s Address)

Notice will be effective on receipt by the affected party. Either party may change the designated notice address in this Section by written notification to the other party.

W. False Statements; Breach of Representation By signature to this Contract, Contractor makes all the representations, warranties, guarantees, certifications and affirmations included in this Contract. If Contractor signed its Proposal with a false statement or signs this Contract with a false statement or it is subsequently determined that Contractor has violated any of the representations, warranties, guarantees, certifications or affirmations included in this Contract, Contractor shall be in default under this Contract and the Council may terminate or void this Contract for cause and pursue other remedies available to the Council under this Contract and applicable law.

X. Force Majeure Neither Contractor nor the Council shall be liable to the other for any delay in, or failure of performance, of any requirement included in any PO resulting from this RFP 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.

Y. Debts or Delinquencies to State The Comptroller is prohibiting from issuing any payment to a person or entity that has been reported as having an indebtedness or delinquency to the state.