TEXAS COMMISSION ON ENVIRONMENTAL QUALITY

Cover Page

Date: June 26, 2026

Type of Solicitation: Request for Offer (RFO)

Name of Solicitation: Opus Analyzer Software

Contract Solicitation Number: 582-27-00119

Class 920, Item 45

Class 920, Item 46

Responses Due

July 20, 2026, at 3:00 p.m. Central Time

Pre-Proposal Conference

July 2, 2026, at 10:00 a.m. Central Time.

Pre-Proposal Conferences are held virtually, using Microsoft Teams Town Hall. See Page 4 for further details.

The link for the Pre-Proposal Conference is provided below:

Pre-proposal Conference

Pre-Proposal Conference is not mandatory.

Deadline for Submission of Questions

July 7, 2026, at 3:00 p.m. Central Time

Anticipated TCEQ reply to Vendor Questions (This date is only an estimate):

July 13, 2026

Description:

This work supports the implementation of the AirCheckTexas Vehicle Emissions I/M program by providing updates as necessary to the software on the Opus analyzers. The current versions of software on the Opus analyzers are proprietary and licensed for the sole use of the particular analyzer on which it resides. Modifications can only be performed by the manufacturer who produced the analyzer.

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Page 1 of 72 Request for Offer: 582-27-00119 https://teams.microsoft.com/l/meetup-join/19%3ameeting_MjBjOTIzNDYtZmI3My00YTg4LThkMDYtNzhlYmQzMjI0MGVm%40thread.v2/0?context=%7b%22Tid%22%3a%22871a83a4-a1ce-4b7a-8156-3bcd93a08fba%22%2c%22Oid%22%3a%22c8839893-f3b6-4e1c-bded-bb6fcb17b3e6%22%7d

Subcontracting Plan: Subcontracting opportunities have been identified. See information regarding the Veteran Heroes United in Business (VetHUB) program and completing the Subcontracting Plan in the Responder General Instructions and in the Subcontracting Plan form in Section 4 of this Solicitation.

PURCHASING AUTHORITY:

• Purchase of Automated Information Systems (RFO) Gov’t Code Chapter 2157

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Solicitation Table of Contents

SECTION 1: General Information

• Cover Page

• Solicitation Table of Contents

• TCEQ Points of Contact for This Solicitation

• Response Submission Procedure

• Responder General Instructions

• Responder Special Instructions

• Responder’s Quick Guide to Send Portal

SECTION 2: Scope of Work and Evaluation Criteria

• Scope of Work

• Evaluation Criteria o Statement of Qualifications Software modification on Opus analyzers Fulfill the requirements of the Scope of Work o Price

SECTION 3: Draft Contract Documents

• Contract Signature Page

• Contract Documents List

• Special Terms and Conditions

• General Terms and Conditions

• Procedures for Work Orders

• Insurance Section

• Notices, Project Representatives, and Records Location

• Attachment A: Release of Claims

SECTION 4: Response Documents – To be submitted with Response, unless otherwise noted below

• Responder’s Signature and Information

• Response Contents (not submitted as part of Response)

• Signed Cover Pages of Addenda

• Statement of Qualifications

• Price Form

• Preferences

• Subcontracting Plan

• Certifications (read and confirmed, but not submitted as part of Response)

(End of Solicitation Table of Contents)

Page 3 of 72 Request for Offer: 582-27-00119

TCEQ Points of Contact for This Solicitation

TCEQ Procurements and Contracts Representative

Primary Contact

Name: Demetria Avery Telephone: (512) 239-0368 Email: Demetria.Avery@tceq.texas.gov

Secondary Contact

Name: Yvette Owens Telephone: (512) 239-5715 Email: Yvette.Owens@tceq.texas.gov

Please allow one business day before contacting the secondary contact.

Exception: If there is less than 24 hours before a solicitation deadline, you may contact the secondary contact after attempting to contact the primary contact.

Except for contacting the VetHUB Coordinator, all communication regarding this solicitation must be directed to the TCEQ Procurements and Contracts Representative. If this requirement is not met, then the Response may be disqualified.

Email for Vendor Questions: Procurements&Contracts@tceq.texas.gov

TCEQ VetHUB Coordinator

Name: Claribel Diaz Email: Claribel.Diaz@tceq.texas.gov

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Page 4 of 72 Request for Offer: 582-27-00119 mailto:Demetria.Avery@tceq.texas.gov mailto:Yvette.Owens@tceq.texas.gov mailto:Procurements&Contracts@tceq.texas.gov mailto:Claribel.Diaz@tceq.texas.gov

Response Submission Procedure via TCEQ’s Send Portal

The Response (proposal) must be signed, and the Responder must submit the Response to TCEQ as one Adobe portable document format (PDF) searchable file.

Responses to the Solicitation may only be submitted through TCEQ’s Send portal. A user-friendly quick guide for using TCEQ’s Send portal can be found attached, as Exhibit A, after the response instructions:

Responder's Quick Guide to Send Portal

(Clicking the link, above will take you directly to Exhibit A.)

For more detailed information regarding TCEQ’s Send portal, please visit the following resources:

• Submitting To a File Drop

(https://send.tceq.texas.gov/img/help.html#external-filedrop)

Send User Guide

(https://send.tceq.texas.gov/img/help.html)

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Responder General Instructions

The terms response, proposal, and offer are used interchangeably to mean the submission by the Responder to this Solicitation. Responder is defined as the business entity that proposes to enter a contract with TCEQ to perform the Work described in this Solicitation as a prime Contractor.

Pre-Proposal Conference

Pre-Proposal Conference will be held virtually (no physical location). The date and time are listed on the Cover Page of this Solicitation.

Participants can join the Microsoft Teams Town Hall event for this conference by following the link on the Cover Page. Participants will be asked to either download the Windows application or view the presentation on the web.

Any scheduling changes to the Pre-Proposal Conference made after the posting of this Solicitation will be announced in an addendum posted on the Electronic State Business Daily (ESBD) link https://www.txsmartbuy.gov/esbd.

Questions Regarding the Solicitation

Deliver questions in writing no later than the Deadline for Submission of Questions listed on the Cover Page. Questions must be submitted to the following email address:

Procurements&Contracts@tceq.texas.gov.

Please include the following information in the subject line of the email: Solicitation Number, Solicitation Name, and the Due Date for Responses.

TCEQ will provide answers to questions in one or more addenda posted on the ESBD.

TCEQ may, at its sole discretion, extend the Due Date for Responses to provide Responders additional time to make revisions.

Addenda

Any changes to the Solicitation, deadline/due dates, and all responses to questions will be posted as addenda on the ESBD. All addenda are part of the Solicitation. No other explanations, interpretations, or changes will be considered official or binding. It is Responder’s responsibility to review all addenda and submit signed and dated cover sheets to confirm receipt.

Changes to the Terms and Conditions

Exceptions that are not advantageous to TCEQ may result in the deduction of points in the evaluation or disqualification of the Response. Requested changes to the terms and conditions must be labeled and included behind Tab 5.

Cost of Preparing the Response

The Responder is responsible for all costs incurred in the preparation and submission of a Response.

Quantity and Nature of the Work

Responders are required to inform themselves of all conditions that may affect the performance or the prices. By submitting a Response, Responder expressly waives any claims that there was a misunderstanding concerning the quantities or the nature of the Work.

Page 6 of 72 Request for Offer: 582-27-00119 https://www.txsmartbuy.gov/esbd

Subcontracting Plan

This Solicitation requires a Subcontracting Plan for any contracted staffing, services, materials, supplies, or any other portions of work. Failure to submit a complete Subcontracting Plan will result in rejection of the Response. Responders must submit a Subcontracting Plan even if they are self-performing.

The Subcontracting Plan forms and additional information about the VetHUB Program are found at the Texas Comptroller’s website:

(https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php).

Responders are encouraged to seek assistance in completing the Subcontracting Plan from the TCEQ VetHUB Coordinator. You may also request a Subcontracting Plan courtesy review from the TCEQ VetHUB Coordinator. Requests for courtesy reviews must be made well in advance of the Response due date, and assistance may depend upon staff availability and resources.

Responders understand that if awarded a Contract, the Subcontracting Plan becomes part of the Contract terms, and any changes to the Subcontracting Plan must first be reviewed and approved by TCEQ to ensure the good faith effort requirements found in 34 Texas Administrative Code §20.285 were followed. This includes subcontracting for any contracted staffing, services, materials, supplies, or any other portions of the Work with a subcontractor not listed on the approved Subcontracting Plan.

Preparation of Responses

Responses become TCEQ records and cannot be returned, except for Responses withdrawn by the Responder prior to the due date and time for Responses. Responses must be in the format of one (1) electronic searchable PDF document of the entire Response and must not be password protected or submitted in a portfolio format. In order for the Response to be deemed responsive, the electronic version must contain the entire Response. Additionally, the electronic version must contain a signed Responder’s Signature and Information page. If these requirements are not met, then the Response may be disqualified.

Prepare the Response as follows:

• Include all information listed on the Response Contents page.

• Obtain any missing applicable forms from TCEQ with sufficient time to complete and submit them in the Response.

• Complete the applicable, required forms in this Solicitation.

• Create any other applicable documents.

• Insert all applicable documents behind cover pages for the specified tabbed sections.

If there is no information to include behind a tab, include a page behind the cover page for the tab stating “Not Applicable”.

• All pages of the Response shall be submitted to allow for printing on standard 8.5-inch x 11-inch paper. Any maps may be submitted to allow for printing on 11-inch x 17-inch paper. Standard font size for the Response shall be 10 to 12 point. Charts and

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Page 7 of 72 Request for Offer: 582-27-00119 https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php maps may use smaller font size, but not less than 8 point. Language shall be American English.

• If page limits are specified, any information provided by the Responder in excess of the allowable page limits will not be evaluated.

• Each page of the Response shall be labeled with the Responder’s name and the Solicitation number.

• Sign all documents that require a signature, including the Response on the Responder’s Signature and Information page. Create a PDF of each signed document and place behind the required tab. Responses not containing a PDF of a signed Responder’s Signature and Information Page may not be considered.

• Create a PDF of the entire Response for submission to the TCEQ.

Submission of Responses

• Submit the Response by the due date and time on the Cover Page using the TCEQ Send portal, as specified under Response Submission Procedure section. TCEQ will not consider Responses submitted via any other method.

• If the Response lacks required information or does not follow these instructions, the Response may be considered non-responsive and disqualified. TCEQ is not responsible for documents that cannot be read. Unreadable Responses may be rejected as non-compliant, at TCEQ’s discretion.

• Responses cannot be altered, amended, or withdrawn after the Due Date and Time. To withdraw a Response prior to the Due Date and Time, the Responder must submit the request to: Procurements&Contracts@tceq.texas.gov.

• The Responder shall notify the TCEQ of material changes to the Response (such as changes in staffing structure) during the time interval between the due date for the Response and date of contract award.

Due Date/Late Responses

It is Responder’s responsibility to ensure timely delivery of the Response to TCEQ by the date and time on the Cover Page of this Solicitation. Except under extreme circumstances beyond the control of the Responder, late Responses will not be considered.

TCEQ’s Acceptance of Responses

TCEQ may reject Responses that do not comply with requirements in the Solicitation and state and federal laws. TCEQ may accept or reject all or any part of any Response, waive procedures for submitting Responses, waive formalities and/or minor technicalities, and award by item or groups of items, whichever best serves the interests of TCEQ. TCEQ may also cancel this procurement and withdraw this Solicitation at any time before a contract is signed by TCEQ. TCEQ shall have sole discretion of what is in the best interests of TCEQ.

Evaluation

The pricing and all terms and conditions of Responses are fixed for 120 days from receipt by TCEQ. Best and Final Offers (BAFOs), if requested by TCEQ, are fixed for 60 days. To determine the most advantageous Response, in addition to price, TCEQ may consider other relevant criteria, which are described more fully in Section 2, Evaluation

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Criteria. TCEQ may use information regarding the Responder’s performance on past TCEQ contracts in the evaluation of qualifications. In addition, TCEQ will use the information contained in the Texas Comptroller of Public Account’s vendor performance tracking system in the evaluation of qualifications.

Selection

Depending on the applicable procurement method and solicitation type, in order to secure the best value for the State, TCEQ may take one or more of the following actions in the selection process:

• Accept the highest scoring Response without changes.

• Request clarifications, assurances, and corrections.

• Modify the selection criteria and apply it to BAFOs, provided that the modifications do not materially affect initial applicant eligibility or invitation to submit a BAFO.

Conduct discussions on Responses scoring within a competitive range and request Best and Final Offers (BAFOs).

• Select the highest scoring BAFO and accept it without changes or negotiate acceptable terms.

• Award one or more contracts based on the amount of work that TCEQ foresees needing performed.

• Award contracts to other contractors at a later date under this Solicitation or through another appropriate method, including another solicitation.

• In the case of a tie that cannot be resolved by application of one or more statutory preferences, make a selection, in the best interest of the State, by drawing lots, tossing a coin, or drawing names with two witnesses to oversee the tiebreaking activity.

• Reject all Responses or BAFO Responses and cancel the procurement.

Certification of Interested Parties

Section 2252.908 of the Texas Government Code states that a state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties (Form 1295) to the state agency at the time the business entity submits the signed contract to the state agency. The contract is voidable if the business entity fails to provide the disclosure of interested parties as required by statute.

Form 1295 must be filed electronically through the Texas Ethics Commission at https://www.ethics.state.tx.us/filinginfo/1295/ . The web site includes a list of Frequently Asked Questions.

The selected vendor(s) for a contract that meet the requirements to provide a Certification of Interested Parties will be given instructions at the time of award on how to submit the certification form.

Protest Procedures

An actual or prospective Responder or Contractor who is aggrieved in connection with the Solicitation, evaluation, or award of a contract by TCEQ may formally protest to the

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TCEQ Manager of Procurements and Contracts. TCEQ Protest Procedures can be found at 30 Texas Administrative Code Part 1, Chapter 11, Subchapter B, § 11.2.

Public Information

The Response is a public record. By signing and submitting a Response, Responder hereby acknowledges:

• That the Response and subsequent documents submitted to TCEQ are subject to the Texas Public Information Act (PIA);

• That it is Responder’s obligation to specifically identify information it contends to be confidential or proprietary and accepts that TCEQ may in its sole discretion deem a Response as non-compliant; and

• That Responder grants a royalty-free, irrevocable, world-wide, perpetual license to reproduce any copyrighted portions of the Response and subsequent documents to comply with Legislative Budget Board reporting requirements, PIA disclosures, or any other reporting requirements mandated by law or statute.

Conflict of Interest

Responder shall disclose apparent, potential or actual conflicts of interest known to it regarding the Responder or individuals who will work on the Contract or have access to Contract-related information in Tab 5. Responder has a continuing obligation to disclose conflicts of interest during this Solicitation, and if awarded a contract, during the Contract Period. TCEQ may refuse to contract with Responder or terminate any Contract due to an apparent, potential, or actual conflict of interest.

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Responder’s Special Instructions

Responder must submit a Completed Accessibility Conformance Report (ACR)- an accessibility report regarding compliance with Section 508 that is created using a Voluntary Product Accessibility Template (VPAT).

(End of Responder’s Special Instructions)

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Exhibit A

Responder’s Quick Guide to Send Portal

1. Enter this web address into your browser: https://send.tceq.texas.gov/filedrop/Solicitation- Response.

This screen will appear.

Enter your email address and click the blue “Authenticate” button:

2. Check your email for a response from TCEQ Send.

Open the email to retrieve the unique Secure Token. Please note that the token has a time limit.

Page 12 of 72 Request for Offer: 582-27-00119 https://send.tceq.texas.gov/filedrop/Solicitation-Response https://send.tceq.texas.gov/filedrop/Solicitation-Response

Click on the blue “Validate Email” button inside the email. This will return you to the Send portal (see screenshot in #3, below).

Alternatively, you can manually return to the Send portal and type in the Secure Token and click the blue “Verify” button. The Secure Token is case-sensitive.

Either method will take you to the next screen (see the screenshot in #3, below).

3. Complete this screen to submit your response. Fields marked with an “*” are required.

Subject: Enter a subject line. (i.e.: solicitation name, etc.)

Solicitation Number*: Enter the solicitation number found on the front of the solicitation document. Use the complete solicitation number as shown on the document.

Submitter Company Name*: Enter your company’s name.

TCEQ Contact Name*: Enter the name of the individual listed as the Primary Contact. This is found on the solicitation page named “TCEQ Points of Contact for this Solicitation”.

Message: Use the optional field to include information you feel is pertinent (e.g., ”3 files uploaded”). The message text will not be scored as part of the Response.

Upload all files that are part of your response to the solicitation. You have the option to either drag and drop files into the “Drop Files Here” box, or you can upload the files by clicking on the green “+Add Files…” button.

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Note: A list of uploaded files will display under the “Attached files” area at the bottom of the screen.

When all files have been uploaded and you are ready to submit your response, click the blue “Send” button.

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4. After submitting your response, this screen will appear.

You can now logout.

5. A confirmation email will be sent to the email address you used to submit your response.

Keep this for your records.

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-End-

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SECTION 2:

SCOPE OF WORK AND EVALUATION CRITERIA

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SCOPE OF WORK

Introduction

This contract would be used as needed to obtain necessary updates to the software that operates in the vehicle emissions inspection analyzers manufactured and sold by Opus Inspection Technologies, Inc. (Opus). Vehicle emissions inspections analyzers must comply with the Specifications for Vehicle Exhaust Gas Analyzer Systems for Use in the Texas Vehicle Emission Testing Program and certified by TCEQ.

The software that operates these analyzers may need to be updated to implement requirements mandated by upcoming legislative sessions, enhance the capabilities of and data contained in TCEQ’s Vehicle Information Database (VID), and incorporate modifications to improve oversight of TCEQ’s inspection and maintenance (I/M) program.

Description of Work

This work supports the implementation of the AirCheckTexas Vehicle Emissions I/M program. The current versions of software on the Opus analyzers are proprietary and licensed for the sole use of the particular analyzer on which it resides. Modifications can only be performed by the manufacturer who produced the analyzer.

Under this contract, the Contractor agrees to provide any necessary software update services to Opus analyzers to accommodate current and future I/M program changes.

Work will be specified, in writing, by a Work Order issued by TCEQ. When Work Orders are issued, the Contractor will be required to make changes to the software as necessary, conduct internal testing to ensure that the software functions properly, submit the software for certification testing, install the software in the analyzer for beta testing, and successfully install the software in the fleet of analyzers operating in the Austin- Round Rock, El Paso, Houston-Galveston-Brazoria, and Dallas-Fort Worth areas at no cost to the vehicle emissions inspection stations. The San Antonio area (Bexar County) will begin emissions testing on November 1, 2026, and will be added to the included areas during the term of this contract.

Specific software update projects and associated tasks will be described in TCEQ’s Work Order. Work Orders will be issued as described in the Procedures for Work Orders.

Activity performed under the Work Order will be billed upon completion and acceptance by TCEQ at the rates established under this contract.

Specifications and Standards for Performance Tracking

When a Work Order is issued, the Contractor will perform any updates as required, as well as certification testing, as set out in Specifications for Vehicle Exhaust Gas Analyzer Systems for Use in the Texas Vehicle Emission Testing Program. TCEQ will provide approval that this has been successfully completed before beta testing is started.

Beta Testing: Upon successful completion of certification testing and approval from TCEQ, the Contractor must begin beta testing. Beta testing will consist of successfully installing the software in selected analyzers in the inspection program and using the

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Page 18 of 72 Request for Offer: 582-27-00119 https://www.tceq.texas.gov/downloads/air-quality/mobile-source/txvehanlspecs.pdf/view https://www.tceq.texas.gov/downloads/air-quality/mobile-source/txvehanlspecs.pdf/view https://www.tceq.texas.gov/downloads/air-quality/mobile-source/txvehanlspecs.pdf/view https://www.tceq.texas.gov/downloads/air-quality/mobile-source/txvehanlspecs.pdf/view analyzers to send data to the Texas Information Management System (TIMS). The selected analyzers must be approved by TCEQ prior to installation of the software. TCEQ will coordinate with the Contractor to establish an appropriate installation schedule for the beta period. Data from the analyzers will be evaluated for errors. The data from the analyzers must be error free, with the exception of errors caused by the lane inspectors, before the beta period can be ended. When TCEQ is satisfied with the data received from the analyzers, including data produced by any testing that TCEQ chooses to perform, the beta period will end, and the Contractor will be notified in writing. The Contractor’s beta period will end on the date that is contained in the written notification’s beta period end date.

Within sixty (60) days of the beta period end date, the Contractor must successfully complete installation of the updated software in 90% of the fleet of Opus analyzers or demonstrate to the satisfaction of TCEQ a good faith effort to successfully install the software in 90% of the fleet of Opus analyzers. Acceptance testing is not complete until this requirement is achieved.

Deliverables

Deliverables and associated timelines will be specified in the Work Orders. Work Orders will include any necessary detailed technical specifications.

Deliverables may include, but are not limited to:

1) Software updates, as necessary.

2) Monthly progress reports during the Work Order period.

Examples of software updates include, but are not limited to:

1) Amending the analyzer software to allow vehicle emissions inspections in additional counties, including Bexar County.

2) Amending the analyzer software to prevent initiation of printing the vehicle inspection report (VIR) until after completion of the communication session transmitting the results to the Texas Information Management System (TIMS).

The analyzer software will be amended to print a VIR indicating whether the inspection results were successfully transmitted to the TIMS. TCEQ must be able to turn this feature on and off through the TIMS.

3) Amending the analyzer software to attempt to contact the TIMS either once or twice during the safety-only inspections. TCEQ must be able to turn this feature on and off and set the number of attempts through the TIMS.

4) Modifying the analyzer software to allow the analyzer to receive and print portable document format (PDF) files from the TIMS that include, at a minimum, vehicle safety recall information and vehicle inspection results.

5) Amending the analyzer software to print vehicle recall information when it is received during the TIMS communications session that occurs at the end of an inspection (e.g., second call of a safety and emissions inspection, first or second call of a safety-only inspection).

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Payment Schedule

Work Orders will include a not-to-exceed amount based on the hourly contract rates.

Once a Work Order is complete, the software update is successful, and TCEQ has completed acceptance testing, payment will be made as one (1) lump sum.

(End of Scope of Work)

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EVALUATION CRITERIA

Responses and Best and Final Offers will be scored on the basis of factors constituting the best value and best interest of the state.

• Statement of Qualifications – 20 Points

The current versions of software on the Opus analyzers are proprietary and licensed for the sole use of the particular analyzer on which it resides. Modifications can only be performed by the manufacturer who produced the analyzer. Please state:

(a) Whether you are able to make software modifications on Opus analyzers.

(b) Whether you are able to fulfill the requirements of the Scope of Work.

• Price – 10 Points

Personnel hourly rates. The following labor categories and hourly rates must include the total cost of labor. No additional amounts will be paid for any costs or charges incurred which are not listed on the price form.

Item Class/Item Description Unit Quantity Price per unit

1 920-45

920-46

Software Development

Hour 1 $

2 920-45

920-46

Project Management

Hour 1 $

3 920-45

920-46

Quality Assurance Testing

Hour 1 $

The price score will be calculated per the formula below:

𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃𝑃 𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆𝑆 = �1 −

(Responder’s Price Total) − (Lowest Price Total of a Responder)

Highest Price Total of a Responder � ∗ 10 points

(End of Evaluation Criteria)

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SECTION 3:

DRAFT CONTRACT DOCUMENTS

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CONTRACT SIGNATURE PAGE

TCEQ Contract 582-27-00119:

Opus Analyzer Software Contract

The Maximum TCEQ Obligation is $.

The Effective Date is the later of the date of the latest signature below or <<DATE>>>.

The Expiration Date is <<Date>>.

This Contract is funded with federal funds.

Assistance Listing Number:

Federal Grant Number:

Parties to the Contract Texas Commission on

Environmental Quality (TCEQ) (Contractor Name)

By (Authorized Signature) Sample Contract Signature Page –

Do Not Sign

Printed Name

Title

Date of Signature

Vendor ID Number

Procurement and Contracts Representative (Authorized Signature)

Printed Name

Public Purchasing Certification

Date

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Contract Documents List

The entire Contract between TCEQ and Contractor consists of the Contract Documents listed on this page.

• Contract Signature Page

• Contract Documents List

• Scope of Work

• List of Key Personnel

• List of Non-Key Personnel

• Approved Price Form

• Special Terms and Conditions

• General Terms and Conditions

• Procedures for Work Orders

• Work Orders and related documents created during the Contract (incorporated by reference):

o Work Orders o Notices to Proceed o TCEQ-Approved Work Plans

• Subcontracting Plan and Progress Assessment Report (PAR) (incorporated by reference)

• Insurance Section

• Insurance Certificate(s) Submitted by Contractor (incorporated by reference when completed)

• Notices, Project Representatives, and Records Location

• Attachments (listed below) o Attachment A: Sample Release of Claims Form to be returned with final invoice, unless otherwise specified in the Contract

• Solicitation, including any addenda and Request(s) for Best and Final Offer (BAFO), and related documents (incorporated by reference)

• Contractor’s Response to Solicitation, including any Best and Final Offer (BAFO) Response(s) (incorporated by reference)

All applicable statutes, rules and regulations and all other requirements imposed by law, including, but not limited to, those pertinent rules and regulations of the State of Texas, are incorporated into this Contract by reference for all purposes as if specifically written herein.

All Texas Governor Executive Orders are incorporated into this Contract by reference for all purposes as if specifically written herein.

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SPECIAL TERMS AND CONDITIONS

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SPECIAL TERMS AND CONDITIONS

These Special Terms and Conditions add to, or in the case of conflicts, supersede and take precedence, as set forth in the Order of Precedence provision in the General Terms and Conditions.

1. General Term and Condition 4.2 Renewals and Extensions in Article 4 Term and Amount of Contract is replaced with the following:

4.2 Renewals and Extensions. This Contract is set to expire five years from the Effective Date.

This Contract may not be renewed. TCEQ, by unilateral amendment, may extend the Contract for 180 days beyond the Expiration Date. In the extension, TCEQ may increase the Maximum TCEQ Obligation by an amount up to the original Maximum TCEQ Obligation.

2. General Term and Condition 20.6 is added as follows:

20.6 Early Termination by the Contractor. In the event of early termination of the Contract or removal of analyzer equipment from the I/M program by the Contractor, Contractor shall provide the TCEQ with at least 180 days written notice prior to termination. Early termination by Contractor may result in calling of the Performance Bond, in addition to the “Events of Default” identified in the Specifications for Vehicle Exhaust Gas Analyzer Systems for Use in the Texas Vehicle Emission Testing Program.

3. General Term and Condition 23.23 is added as follows:

23.23. Performance Bond. The Contractor is required to maintain a Performance Bond for the amount of $1,000,000.00 for the duration of participation in the I/M program, in accordance with Section 1.3.3 Performance Bond, Specifications for Vehicle Exhaust Gas Analyzer Systems for Use in the Texas Vehicle Emission Testing Program. The Performance Bond must cover all analyzers that are certified to conduct emissions inspections in the I/M program.

(End of Special Terms and Conditions)

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GENERAL TERMS AND CONDITIONS

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GENERAL TERMS AND CONDITIONS

Revised May 27, 2026

1. DEFINITIONS

The following terms shall have the meanings ascribed below when used in this document:

1.1 “Conforming” and “Conformity” and similar words refer to the condition or status of a good, service, property or the Work as meeting and being compliant with the requirements of the Contract.

1.2 “Fiscal Year” means the period of time that begins on September 1 and ends on August 31. The fiscal year is designated by the calendar year in which it ends;

for example, Fiscal Year (FY) 2016 begins on September 1, 2015 and ends on August 31, 2016.

1.3 Whenever used in this contract, “include,” and similar words are intended to mean include but not limited to; they are not intended to be exhaustive.

1.4 “Nonconforming” or “Nonconformity” means a failure of a good, service, property or the Work to conform to this Contract, and includes a defect in a good, service, property or the Work.

1.5 “Work” means the services, goods and property the Contractor is required to provide in this Contract. The term includes the entire completed undertaking and the various separately identifiable parts. The term also includes all duties of the Contractor.

2. ORDER OF PRECEDENCE

The entire Contract between TCEQ and Contractor consists of the documents identified in the Contract Documents List. The Contract Documents are intended to be interpreted in harmony with each other. Any inconsistency in the solicitation or the Contract shall be resolved by giving precedence in the following order:

a. Contract Signature Page

b. Federal Conditions and Forms

c. Special Terms and Conditions

d. Procedures for Work Orders

e. Scope of Work

f. Price Form (completed)

g. Insurance Section

h. General Terms and Conditions

i. Subcontracting Plan and Progress Assessment Report (PAR)

j. Work Orders and Notices to Proceed (incorporated by reference)

k. Work Plans and other Work Order-related documents created during the

Contract (incorporated by reference)

l. TCEQ Solicitation (incorporated by reference)

m. Other documents, exhibits, and attachments listed in the Contract Documents

List.

3. CONTRACT AMENDMENTS

3.1 Material Changes. Material changes to the contract require a written amendment signed by both parties. These Amendments take effect when signed by the Contractor and TCEQ, unless otherwise designated in the Amendment. Material changes include the following:

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ENVIRONMENTAL QUALITY

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3.1.1 Changes in the total amount of funds in the Budget or the Contract;

3.1.2 Changes to the Contract’s Expiration Date;

3.1.3 Changes to the Scope of Work that affect TCEQ’s obligations to the entity providing funding, such as the United States Environmental Protection Agency (EPA), another state or federal agency, or the Texas Legislature; and

3.1.4 Changes that affect the material obligations of the Contractor in this Contract.

3.2 Unilateral Amendments. As specifically allowed by the Contract, TCEQ may issue unilateral amendments. Unilateral amendments take effect when issued by

TCEQ.

3.3 Minor Changes. The TCEQ Contract Manager and/or the TCEQ Project Manager has the authority, without a formal Amendment, to correct typographical errors;

make written Contract interpretations; and make minor, non-material changes to the requirements in the Scope of Work, the Procedures for Work Orders, or the Work Orders; or as agreed to elsewhere in the Contract. Contractor must provide TCEQ with a written objection to any Notice of Interpretation no later than five (5) business days from the effective date of the Notice. A copy of the agreed change must be retained in the appropriate file by both the Contractor and TCEQ.

3.3.1 Minor, non-material changes include:

3.3.1.1 Changes to the schedule in the Scope of Work including an extension of a deliverable due date, not to exceed the expiration date of the Contract;

3.3.1.2. Changes to the schedule in the Work Order including an extension of a deliverable due date, not to exceed the expiration date of the Work Order;

3.3.1.3 Changes to the individual tasks in the Scope of Work or Work Order, if applicable, that do not substantially change the obligations of the Parties relative to those tasks;

3.4 It is the Contractor’s responsibility to request extensions to the deliverable schedule and other changes that are within the authority of TCEQ.

4. TERM AND AMOUNT OF CONTRACT

4.1 Contract Period. The Contract Period begins on the later of: 1) the Effective Date on the Contract signature page, or 2) the latest date of the parties’ signatures shown on the Contract signature page. The Contract Period ends on the Expiration Date on the signature page.

4.2 Renewals and Extensions. This Contract may be renewed up to three one-year periods by amendment. TCEQ, by unilateral amendment, may extend the Contract for 180 days beyond any expiration of the Contract Period. In a renewal or extension, TCEQ may increase the Maximum TCEQ Obligation by an amount up to the original Maximum TCEQ Obligation.

4.3 Maximum TCEQ Obligation. The Maximum TCEQ Obligation is the greatest amount TCEQ may pay for the Work. There is no guaranteed minimum expenditure by TCEQ.

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4.4 Service Adjustment/Contingency Requirement (SACR). TCEQ may in its sole discretion make allowances for unforeseen circumstances or contingency requirements. TCEQ may increase the current Maximum TCEQ Obligation by an amount not to exceed 200% of the original Maximum TCEQ Obligation at the time the Contract was signed.

5. PRICES AND REIMBURSEMENT

5.1 Prices. Prices are firm, fixed, and fully-loaded.

5.2 Cost Reimbursement. Reimbursement is limited to direct costs for items specifically identified on the Price Form or in the Scope of Work and approved by the TCEQ Project Manager before the cost is incurred. Reimbursement requests must be itemized and documented in a format acceptable to TCEQ.

5.3 Records. Contractor must maintain records supporting its costs in accordance with generally accepted accounting principles.

5.4 Reimbursement for Travel. Travel reimbursement is limited to actual costs, and shall not exceed the maximum allowed for State employees by the Texas Comptroller of Public Accounts.

6. QUALITY AND ACCEPTANCE

6.1 Quality Standard. All Work must be complete and satisfactory to the TCEQ. All materials and equipment shall be handled in accordance with instructions of the supplier, except as otherwise provided in the Contract.

6.2 Acceptance. TCEQ relies on Contractor to inspect and test the Work to ensure that it conforms to the Contract requirements. TCEQ relies on the Contractor’s greater expertise in the field of the Work. Any act by TCEQ indicating acceptance, whether express or implied, shall not be deemed to mean that TCEQ has tested or inspected the Work, but rather that TCEQ has accepted the Work in reliance on Contractor’s greater expertise and Contractor’s representation that the Work conforms to all Contract requirements. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of nonconforming Work or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents:

• payment;

• use of the Work or any part of the Work by TCEQ;

• review or approval of a submittal;

• inspection or testing by TCEQ; or

• correction of defective Work by TCEQ.

6.3 Quality Assurance. All Work that involves the acquisition of environmental data shall be performed in accordance with a TCEQ-approved Quality Assurance Project Plan (QAPP) meeting all applicable TCEQ and EPA requirements.

Environmental data includes any measurements or information that describe (1) environmental processes, location, or conditions; or (2) ecological or health effects and consequences. Environmental data includes information collected directly from measurements, produced from models, and compiled from other sources such as databases or the literature. No data collection or other Work covered by this requirement shall be implemented until Contractor receives the QAPP approved by TCEQ and, if necessary, the EPA. TCEQ may refuse payment or reimbursement for any environmental data acquisition performed without an approved QAPP.

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6.4 Laboratory Accreditation. Any laboratory data or analyses provided under this Contract must be prepared by a laboratory that is accredited in accordance with 30 Texas Administrative Code (TAC) Chapter 25, Subchapters A and B, for the matrices, methods, and parameters of analysis used, unless one of the regulatory exceptions specified in 30 TAC § 25.6 applies.

7. PAYMENTS AND INVOICES

7.1 Excess Obligations Prohibited. TCEQ’s obligations under this Contract are contingent upon the continued availability of funding. If funds become unavailable due to lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidations, or any other disruption of current appropriations, TCEQ may terminate this contract.

7.2 Invoice. Contractor will submit invoices no later than the 15th day of every month after the services are completed. The invoice may be rejected for failure to comply with all invoice requirements.

7.2.1 If the Contract has an approved Subcontracting Plan, a Progress Assessment Report (PAR Form) describing any subcontracting activity must also be submitted with the invoice.

7.3 Invoice Contents. The Contractor must include the following information on the face of all invoices: invoice number, invoice date, TCEQ Contract number, Work Order number if any, Vendor Identification Number, period covered by the invoice, item and unit description, quantity, unit price, extended price, and total amount for which Contractor is requesting payment. Contractor shall submit its invoice to the TCEQ Contract Manager.

7.4 State Agencies/Institutions of Higher Education. If the Contractor is a State agency or institution of higher education payments must be made via interagency transaction voucher (ITV), please provide a Recurring Transaction Index (RTI) number on the face of the invoice OR if payments are to be deposited into a local bank account, the following statement must be placed on the face of the invoice: “Funds to be deposited into local bank account.” For additional information, please refer to the Texas Comptroller’s Accounting Policy Statement (APS) 014.

7.5 Progress Payment. A progress payment is a payment made on a portion of the Work that is part of a line item designated on the Price Form. The Contractor’s written request must include a description of the relevant portion of the Work.

Contractor may request, and TCEQ at its sole discretion may issue or refuse, a progress payment.

7.6 Final Payment. Contractor must submit its invoice for final payment within 30 days of completion of the Work.

7.7 Retainage. TCEQ may withhold 5% or less of each payment as retainage. Release of retainage may be requested in the final invoice.

7.8 Release of Claims by Contractor. The final invoice shall be accompanied by a complete and legally effective release of TCEQ from all known and unknown claims relating to the Contract on a form provided by TCEQ. Contractor’s acceptance of final payment constitutes a waiver of all claims against TCEQ related to the Contract, known or unknown.

7.9 Assignment of Claims. Contractor may assign its right to be paid under this Contract. Any assignment shall cover all unpaid amounts payable under this

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Contract. An assignment does not relieve Contractor of any obligation under this Contract. All assignments must be approved by both assignor and assignee in writing and submitted to the TCEQ Contract Manager. Notwithstanding any contrary provision in applicable law, TCEQ shall have no liability to Contractor or to any assignee on any claim arising from TCEQ’s directing payment to Contractor instead of an assignee, or to an assignee instead of Contractor.

7.10 Prompt Payment Act. In accordance with the Texas Prompt Payment Act, TCEQ will pay an acceptable invoice within 30 days of receipt.

7.11 Disputed Invoices. TCEQ may dispute an invoice by sending a notice in writing to the Contractor within 21 days of receipt. TCEQ may make a partial payment and dispute the difference on the invoice.

7.12 Liability for Taxes. Contractor will pay all taxes resulting from this Contract including, any federal, state, or local income, sales or excise taxes of Contractor or its employees.

7.13 Lobbying. In accordance with Texas Government Code Chapter 556, funds received under this Contract may not be used toward lobbying expenses of an individual or entity.

7.14 Debts and Delinquencies Affirmation. Contractor agrees that any payments due under the Contract shall be applied towards any debt or delinquency that it owes to the State of Texas.

8. COMMUNICATIONS AND NOTICES

8.1 Notices. All notices shall be made in writing and be delivered to a party's designated Contract Manager and Project Manager. Notices are effective upon receipt. If the Contractor has no Contract Manager, TCEQ may send notices to any address previously provided by the Contractor.

8.2 Claim. Contractor shall give notice to TCEQ of any claim, demand, suit, or other action (a “Claim”) asserted against Contractor which either arises in relation to the Contract, or which could have an adverse material effect on Contractor’s ability to perform the Work. Contractor shall give notice directly to the TCEQ Manager of Procurements and Contracts within three days of Contractor’s receipt of notice of the Claim. The notice shall state the date of the Claim, the names and addresses of the claimants, the basis of the Claim, the name of each person or entity against whom the Claim is asserted, and the amount of the Claim.

8.3 Notice of Conflict of Interest. Contractor shall give notice to TCEQ of any actual, apparent, or potential conflict of interest regarding Contractor or any entity or individual performing any portion of the Work. As determined by TCEQ, any entity with an organizational conflict of interest and any individual with a personal conflict of interest must not take part in any way in the performance of any portion of the Work that creates the conflict of interest. TCEQ has sole discretion to decide whether an actual, apparent, or potential conflict exists.

Any such conflict is cause for termination.

8.4 Bankruptcy. If Contractor becomes the subject of a voluntary or involuntary bankruptcy proceeding, Contractor shall immediately give notice to TCEQ and send a copy of this notice to TCEQ Bankruptcy Program MC-132, P. O. Box 13087, Austin, TX 78711-3087. The notice must include the Contract number.

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9. SHIPMENT AND DELIVERY OF GOODS AND MATERIAL SAFETY DATA

SHEETS

9.1 Shipping Terms. All shipments shall be made Free on Board (FOB) destination, full freight allowed and not invoiced. Delivery shall be made between the hours of 8 a.m. and 5 p.m. Central Time, Monday through Friday, excluding State holidays, unless prior approval for another delivery time has been granted by TCEQ. Each shipment must be accompanied by a packing slip. Packing slips should reflect the TCEQ contract number, item description, lot number and quantity, if applicable.

9.2 Safety Data Sheet. Contractor must provide to TCEQ, at no cost, at least one copy of any applicable manufacturer's Safety Data Sheet (SDS) (formerly known as Material Safety Data Sheet or MSDS) for any chemical materials provided.

Contractor must make available, at no cost, the relevant manufacturer’s SDS to any person that may be affected by the Work.

10. SUPERINTENDENCE BY THE CONTRACTOR

10.1 Contractor’s Responsibility for Subcontractors. All acts and omissions of subcontractors, suppliers and others performing or furnishing any of the Work under a…