REQUEST FOR QUALIFICATIONS

FOR

DEPUTY COURT REPORTING SERVICES

RFQ #212-27-0003 / CLASS & ITEM 961-24 – Deputy Court Reporting Services

Table of Contents

SECTION 1. GENERAL

1.1 Purpose

1.2 Background

1.3 Contract Term

1.4 Renewal

1.5 Veteran Heroes United in Business (VETHUB)

SECTION 2. REQUIRED SERVICES/MINIMUM QUALIFICATIONS

2.1 Services

2.2 Minimum Qualifications

2.3 Preferred Qualifications

SECTION 3. RESPONSE INFORMATION

3.1 Schedule of Events

3.2 Inquiries

3.3 Revisions to Schedule

3.4 Response Requirements

3.5 Delivery Methods

3.6 Response Submission

3.7 Response Opening

3.8 Response Evaluation and Award

3.9 Reservation of Rights

SECTION 4. TERMS AND CONDITIONS

ATTACHMENTS

ATTACHMENT A – Execution of Request for Qualifications ATTACHMENT B – Experience, Qualifications, and References ATTACHMENT C – HUB Subcontracting Plan (HSP) ATTACHMENT D – Deputy Court Reporter Rates for Court Reporting Services

REQUEST FOR QUALIFICATIONS

FOR

DEPUTY COURT REPORTING SERVICES

RFQ #212-27-0003 / CLASS & ITEM 961-24 – Deputy Court Reporting Services

1. GENERAL

1.1. PURPOSE. The Texas Office of Court Administration (OCA) is issuing this Request for

Qualifications (RFQ) to solicit statements of qualifications from certified shorthand reporters in Texas and court reporting firms in Texas interested in providing Deputy Court Reporting Services for the Texas Business Court.

1.2. BACKGROUND. The deputy court reporting services are dispatched under OCA’s directive to assist courts and court clerks in Texas Government Code § 72.023 and to provide administrative support to the business courts under Texas Government Code § 25A.0171. Rates for services are in accordance with Texas Government Code § 52.042 and are described in the Rate Schedule attached as Attachment E.

1.3. CONTRACT TERM. A contract issued under this RFQ shall begin upon the issuance of a purchase order (PO) and terminate on August 31, 2027 unless renewed under Section 1.4 or terminated earlier under Section IV, Terms and Conditions.

1.4. RENEWAL. A contract issued under this RFQ may be renewed at OCA’s sole option for an additional one-year term beginning on September 1, 2027. The renewal term shall be subject to all specifications and terms and conditions of the Contract resulting from this procurement.

1.5. VETERAN HEROES UNITED IN BUSINESS (VETHUB).

OCA has adopted the rules promulgated by the Comptroller of Public Accounts (CPA) governing the Historically Underutilized Businesses (HUB) Program as set forth in 34 Texas Administrative Code (TAC) §§ 20.281 – 20.298. By submitting a Proposal, the Proposer certifies that it has reviewed 34 TAC §§ 20.281 - 20.298. Rule 20.285 addresses the specific requirements of subcontracting plans.

OCA has determined that HUB subcontracting opportunities are probable for this RFQ. As a result, all Respondents, even those who do not plan to subcontract, must submit a HUB Subcontracting Plan (HSP). If a response does not contain a completed HSP and supporting documentation, the response will be considered non-responsive and may be disqualified.

1. Subcontracting Plan Submission and Office of Court Administration Review

1. All Proposals shall include a Subcontracting Plan (Attachment C, including Method A or B, if applicable) in the format required by the CPA. Proposers may access the Subcontracting Plan forms on-line at the following CPA website link:

https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php. The forms shall be printed, signed and submitted with your Proposal. The Subcontracting Plan is a pass/fail requirement. PROPOSALS THAT DO NOT INCLUDE A COMPLETED HUB

SUBCONTRACTING PLAN PREPARED IN ACCORDANCE WITH 34 TAC §20.285

SHALL BE REJECTED AND WILL NOT BE EVALUATED.

2. The Subcontracting Plan form is provided in Attachment C of this RFP. To determine whether a Proposer has performed a good faith effort in preparing its Subcontracting https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.php

Plan as required by the CPA’s HUB rules OCA may request clarifications, if necessary.

The Subcontracting Plan will be reviewed based on the Proposer’s submission and any clarifications requested by the agency. If OCA determines Respondent’s HSP was not developed in good faith, the HSP will be considered non-responsive and will be rejected as a material failure to comply with advertised specifications. The reasons for rejection shall be documented in the procurement file.

(a) Based upon the requirements of the procurement, the OCA has identified the following areas of subcontracting by National Institute of Governmental Purchasing (NIGP) class and item code:

Class 915, item 27: Editorial Services; Class 961, item 72: Transcription Services: Academic, Braille, Legal, Medical, Electronic Duplication, etc.

(b) Respondent may search for HUB subcontractors in the CPA Centralized Master Bidders List

(CMBL) HUB Directory, which is located on the CPA website at https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do.

(c) The following HUB subcontracting forms are included in Attachment C:

State of Texas HUB Subcontracting Plan (HSP);

Section 5 – Subcontracting Plan - Good Faith Effort;

Section 6 – Affirmation of Prime Contractor, and Subcontracting Opportunity Notification Form.

Various minority and women trade organizations that have expressed a willingness to accept notices of subcontracting opportunities from vendors to distribute to their members are listed on the CPA’s website at https://comptroller.texas.gov/purchasing/vendor/hub/resources.php.

If Respondent has any questions about the HSP or identifying HUB vendors with proper NIGP codes, please contact OCA’s Designated Contact, darryl.gaona@txcourts.gov.

2. REQUIRED SERVICES/MINIMUM QUALIFICATIONS

2.1. SERVICES.

(a) Contractor shall perform highly advanced (senior-level) work for the Office of Court

Administration by providing deputy court reporting services throughout the Business Court Divisions of this State.

(See map: https://www.txcourts.gov/media/1458995/texas-business-court-divisions-map.pdf)

(b) At OCA’s direction, Contractor shall:

• Attend in-person court sessions and as the court may allow, using videoconference technology and accurately report or record oral testimony offered during a hearing, including objections made to the admissibility of evidence, court rulings, remarks on the objections, and exceptions to the ruling.

• Transcribe testimony and prepare transcripts taken at hearings and other proceedings in accordance with established formats.

• Verify the accuracy of transcripts in accordance with established policies and procedures.

https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do https://comptroller.texas.gov/purchasing/vendor/hub/resources.php mailto:darryl.gaona@txcourts.gov

• Provide accurate transcripts of the reported evidence or other proceedings, in whole or in part, in compliance with court orders, the Texas Rules of Evidence and Texas Rules of Appellate Procedure.

• Oversee and maintain logs and file exhibits offered during proceedings.

(c) Contractor agrees to perform the Services during times to be mutually agreed upon by Contractor and OCA. A Contract resulting from this RFQ does not guarantee the acquisition of a minimum number of hours of Services. OCA cannot and does not guarantee the acquisition of any Services listed in this RFQ.

2.2. MINIMUM QUALIFICATIONS.

(a) For individual Respondents:

• High school diploma or GED from an accredited institution.

• Two years of full-time experience in providing court reporting services with machine shorthand or oral stenography.

• Licensed and in good standing as a Certified Shorthand Reporter (CSR) with the

Judicial Branch Certification Commission.

(b) For Respondents operating as court reporting firms:

• Individual Court Reporters being sent to the Business Court on behalf of the court reporting firm must be licensed and in good standing as a Certified Shorthand Reporter (CSR) with the Judicial Branch Certification Commission.

• Court Reporting Firms must be registered and in good standing with the Judicial Branch Certification Commission.

2.3. PREFERRED QUALIFICATIONS.

• Ability to provide realtime services to the court.

• Ability to provide unedited rough drafts to the court at the court’s request, with court acknowledgement of a realtime unedited transcript per 4.6 Uniform Format Manual (UFM) for Texas Reporters’ Records.

• Experience with business litigation.

• Experience in providing expedited transcripts with priority given to the business court.

• Experience in preparing court reporter records for the appellate court.

• Experience delivering clear communication, both orally and in writing.

• Certification through the National Court Reporters Association (NCRA) as Registered

Merit Reporter (RMR), Registered Diplomate Reporter (RDR) or Certified Realtime Reporter (CRR).

3. RESPONSE INFORMATION

3.1. SCHEDULE OF EVENTS. OCA intends to proceed according to the schedule below for the solicitation process:

EVENT DATE TIME

Issue RFQ 8/11/2026 10:00 a.m. CT

Deadline for submission of questions 8/18/2026 3:00 p.m. CT

Deadline for answering questions 8/25/2026 3:00 p.m. CT

Deadline for responses 9/1/2026 3:00 p.m. CT

Expected Award of Contract(s) 9/9/2026

Expected Contract(s) Start Date 9/14/2026

3.2. INQUIRIES.

Inquiries shall be submitted in writing to Darryl Gaona, CTCD/CTCM at purchasing@txcourts.gov and cc: darryl.gaona@txcourts.gov no later than the deadline for submission of questions specified in Section 3.1.

OCA will post written responses to the ESBD (Electronic State Business Daily) at https://www.txsmartbuy.gov/esbd.

Except as otherwise provided in this Section, upon issuance of this RFQ, other employees and representatives of OCA will not answer questions or otherwise discuss the contents of the RFQ with any potential Respondent or its representatives. Failure to observe this restriction may result in disqualification of any subsequent response. This restriction does not preclude discussions unrelated to this RFQ.

3.3. REVISIONS TO SCHEDULE.

OCA reserves the right to change the dates in the Schedule of Events by posting them on OCA’s Contracts and Procurements Web page as an Addendum to the ESBD (Electronic State Business Daily) at https://www.txsmartbuy.gov/esbd.

3.4. RESPONSE REQUIREMENTS.

(a) General.

1. Format. OCA will accept only electronic responses to this RFQ.

2. Costs. Respondents are responsible for all costs of response preparation.

3. Public Information/Copyright. Responses must not bear a copyright. Responses may be subject to disclosure under Rule 12 of the Texas Rules of Judicial Administration. This disclosure may only occur after evaluation of all responses and an award has been made.

Respondents are discouraged from submitting any information that is proprietary or confidential. However, if Respondent believes any of the submitted information is exempt from mailto:purchasing@txcourts.gov mailto:darryl.gaona@txcourts.gov https://www.txsmartbuy.gov/esbd https://www.txsmartbuy.gov/esbd disclosure, Respondent must clearly mark these items. OCA will not release marked information without giving Respondent the opportunity to promptly raise any reasonably applicable exemptions. Additionally, pursuant to Texas Government Code Sec. 2261.253, OCA is required to post on its website any contract resulting from this RFQ.

(b) Contents. Listed below is a summary of information required to be included in a response to this

RFQ. Each completed attachment should be submitted as a separate document.

1. Cover Letter. Respondent should include a cover letter signed by a person who is legally authorized to bind the Respondent that includes the following:

• A statement explaining why Respondent believes it is the most qualified to provide court reporting services described in Section II.

• A statement of the Respondent’s understanding of the nature of services requested in Section II.

2. Signed Execution of Request for Qualifications (Attachment A). OCA will reject submissions that do not include a Signed Execution of Request for Qualifications.

3. Experience, Qualifications, and References (Attachment B). Respondent must provide the information requested on Attachment B regarding experience, qualifications, and references for Respondent. Respondents operating as a court reporting firm must provide the name of each subcontracted Texas Certified Shorthand Reporter (CSR) to OCA upon request prior to assignment confirmation.

4. Historically Underutilized Business (HUB) Subcontracting Plan (HSP) (Attachment

C). A Historically Underutilized Business is a business that is certified by the State of Texas that (1) is at least 51% owned by a Service-disabled Veteran (as defined by 38 U.S.C. Section 101(2)) who has suffered at least a 20 percent service-connected disability as defined by 38 U.S.C. Section 101(16); (2) is a for-profit entity that has not exceeded the size standards prescribed by 34 Texas Administrative Code (TAC) § 20.294, and has its principal place of business in Texas; and (3) has an owner residing in Texas with a proportionate interest who actively participates in the control, operations and management of the entity's affairs. For further explanation, see the Comptroller of Public Accounts (CPA) HUB rule definitions at 34 TAC § 20.282. Each proposed subcontractor must meet the minimum qualifications outlined in 2.2.

3.5. DELIVERY METHODS.

Responses shall be submitted to OCA by the following method:

Electronic Mail purchasing@txcourts.com and cc:

darryl.gaona@txcourts.gov mailto:purchasing@txcourts.com mailto:darryl.gaona@txcourts.gov

3.6. RESPONSE SUBMISSION.

(a) All responses must be received at OCA prior to the deadline for submission of qualifications specified in Section 3.1. OCA will reject late responses.

(b) Responses submitted via electronic mail should include the following in the Subject Line:

Response to RFQ 212-27-0003 Deputy Court Reporting Services – [Respondent’s Name].

(c) Telephone or facsimile responses will not be accepted.

(d) Late responses will not be considered.

3.7. RESPONSE OPENING.

Responses will be opened at the Office of Court Administration, 205 W. 14th Street, Austin, Texas.

All submitted responses become the property of OCA after submission.

3.8. RESPONSE EVALUATION AND AWARD.

OCA may award contracts to multiple Respondents from this solicitation. Contract(s) will be awarded based on demonstrated experience, qualifications, and references that reflect the Respondent’s ability to provide the court reporting services described in Section II. OCA will accept no more than three verifiable references for which the Respondent has provided services within the last five years similar to those described in Section II. Please list court references first.

Evaluations shall be conducted on the following basis:

(1) Experience 40 percent

(2) Qualifications 40 percent

(3) References. 20 percent

3.9. RESERVATION OF RIGHTS.

The OCA reserves the right to: 1) award to a single or multiple Respondents, 2) withdraw this RFQ at any time prior to award of a contract, 3) reject in whole or in part any and all responses, 4) waive technicalities in submitted responses, 5) or re-solicit or cancel this RFQ, if such action is deemed in the best interest of the State of Texas and OCA.

4. TERMS AND CONDITIONS

1. Contract Documents. The entire Contract between OCA and Successful Respondent shall consist of the following documents: the PO and PO Change Notices, if any; the formal, signed agreement, if any;

written amendments, if any; this RFQ; and Successful Respondent’s Response.

2. Conflicting Provisions. Except as otherwise provided in the negotiated terms and conditions, if any, that are expressly identified as such in the formal signed agreement or PO resulting from this RFQ, in the event of conflicting terms or provisions between this RFQ, the formal, signed agreement, the PO (and any PO Change Notices issued) and Successful Respondent’s Response, the order of priority of the documents comprising the Contract is: (1) the PO and the PO Change Notices, if any; (2) the formal, signed agreement, if any; (3) this RFQ and (4) the Response.

3. Unacceptable Terms in Respondent’s Response. No OCA action, including, but not limited to, issuance of a PO, will constitute an acceptance of conflicting terms, conditions, or attachments in Successful Respondent’s Response; however, this lack of acceptance by OCA shall not apply to the negotiated terms and conditions, if any, that are expressly identified as such. The following terms and conditions may violate Texas law applicable to the specific procurement and are unacceptable to OCA:

• Responses that incorporate the laws of a state other than Texas;

• Requirements for prepayment;

• Limitations on OCA’s remedies;

• Requirements that OCA indemnify the Respondent;

• Requirements that Respondent’s documents control in case of conflicts;

• Requirements that Respondent’s documents control even if Respondent accepts or acknowledges the PO; and

• Disclaimer of warranties.

4. Respondent Costs. Respondent will bear all costs and expenses for the provision of the requested

Services required by the Contract. All such costs and expenses must be included in the prices detailed in the Response. No other amounts will be paid.

5. Refunds. Successful Respondent will promptly refund or credit, within thirty (30) calendar days, any funds erroneously paid by OCA not expressly authorized under the Contract.

6. Invoicing; Compensation; Travel-related Expenses.

(a) Invoices must be submitted to OCA by regular mail or email to either of the following addresses:

Texas Office of Court Administration accountspayable@txcourts.gov Attn: Accounts Payable P.O. Box 12066 Austin, TX 78711-2066.

(b) Invoices shall contain, at a minimum, the following elements:

• Business name as it appears on the purchase order;

• Remittance address;

• Banking information if Successful Respondent has requested payment by direct deposit;

• Employer Identification Number (EIN), Texas Taxpayer Number or Texas Secretary of State

File Number;

• Invoice date;

• Complete purchase order number;

• Telephone number;

• Service date(s);

• Actual time spent providing services from the beginning to the conclusion of each docket up or a notation that the docket was canceled with less than 48 hours’ notice;

• Rate for services;

• Travel expenses; and

• Grand total.

(c) OCA will pay a half-day or full-day minimum fee for each scheduled docket, as outlined in the corresponding assignment.

(d) OCA will pay a half-day or full-day minimum fee for any scheduled docket canceled with less than 48 hours’ notice, as per the corresponding assignment.

(e) OCA will reimburse Successful Respondent for reasonable and necessary travel mileage, meals, and lodging incurred by Successful Respondent at the rates provided for OCA employees pursuant to OCA’s travel policy in effect at the time travel occurs. OCA’s travel policy is available at:

https://www.txcourts.gov/media/1445503/01a_oca-agency-travel-policy.pdf. All travel must be approved by OCA prior to the first travel day to be eligible for reimbursement and, notwithstanding OCA’s travel policy, receipts are required for meal reimbursement. OCA will not reimburse for tips, gratuities or alcohol.

(f) Payment will be made in accordance with Texas Government Code, Chapter 2251, upon receipt of a valid invoice for the services rendered.

7. Termination and Cancellation Circumstances. OCA may terminate or cancel the Contract in any one of the following circumstances:

(a) Mutual Agreement. Upon the mutual, written agreement of OCA and Successful Respondent, the

Contract may be terminated or cancelled.

(b) Upon 30 days’ Notice. OCA may, in its sole discretion, terminate or cancel the Contract with thirty

(30) calendar days’ written notice to Successful Respondent.

(c) Successful Respondent’s Nonperformance. If Successful Respondent fails to comply with any requirement of the Contract, including, but not limited to, those requirements included in this RFQ, OCA may immediately terminate or cancel all or any part of the Contract, may not allocate any additional assignments, may withhold acceptance and payments to Successful Respondent, may revoke any prior acceptance, may require Successful Respondent to refund amounts paid prior to revocation of acceptance and may pursue all rights and remedies against Successful Respondent under the Contract and any applicable law. In addition, OCA will report defaulting Successful Respondent to the Statewide Procurement Division for possible action by the Statewide Procurement Division against defaulting Successful Respondent.

(d) Excess Obligations Prohibited. The Contract is subject to termination or cancellation, without penalty to OCA, either in whole or in part, subject to the availability of state funds. OCA is a state agency whose authority and appropriations are subject to actions of the Texas Legislature.

8. Respondent Assignments. Successful Respondent hereby assigns to OCA all claims of Successful

Respondent’s rights, title, and interest in and all claims and causes of action Successful Respondent may have under the antitrust laws of Texas or the United States or overcharges associated with the Contract.

9. Taxes. Purchases made for State of Texas use are exempt from the State Sales Tax and Federal Excise Tax. OCA will furnish Tax Exemption Certificates upon request. Respondent represents and https://www.txcourts.gov/media/1445503/01a_oca-agency-travel-policy.pdf warrants that it shall pay all taxes or similar amounts resulting from the Contract, including, but not limited to, any federal, State or local income, sales or excise taxes of Respondent or its employees.

OCA shall not be liable for any taxes resulting from the Contract. Successful Respondent will serve as an independent contractor under the Contract. Successful Respondent must be able to 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-2s to Respondent’s employees. Successful Respondent will be solely responsible for payment of all taxes, including, but not limited to, state, federal, foreign, or local taxes, income taxes, withholding taxes, social security taxes, pension contributions, and any other form of payroll or any other taxes, for Successful Respondent and Successful Respondent’s employees. OCA will have no responsibility for payment of any such taxes or amounts related to such taxes. Successful Respondent shall indemnify OCA and pay to OCA all costs, penalties, losses and other amounts resulting from the Successful Respondent’s omission or breach of this Section 9.

10. Termination or Cancellation Effectiveness. Unless otherwise specified in this RFQ or the Contract, any termination or cancellation of the Contract will be effective upon the date specified in OCA’s notice of termination or cancellation.

11. Limitation on Authority; No Other Obligations. Respondent shall have no authority to act for or on behalf of OCA or the State of Texas, except as expressly provided for in the Contract; no other authority, power or use is granted or implied. Respondent may not incur any debt, obligation, expenses or liability of any kind on behalf of OCA or the State of Texas.

12. Confidential Information. Successful Respondent and Successful Respondent’s employees shall not disclose to anyone, directly or indirectly, any information designated by OCA as confidential or to information accessed as a result of the Contract without the prior written consent of OCA.

13. No Other Benefits. Respondent has no exclusive rights or benefits other than those set forth herein.

14. Parties Bound. The Contract will be binding upon and inure to the benefit of OCA and Successful Respondent and to their respective heirs, executors, administrators, legal representatives and successors.

15. Assignment. Respondent may not assign the Contract or assign, transfer or delegate, in whole or in part, any of its interest in, or rights or obligations under, the Contract without the prior written consent of OCA, and any attempted or purported assignment, transfer or delegation thereof without such consent shall be null and void.

16. No Waiver. No provision of the Contract shall constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to OCA as an agency of the State of Texas or otherwise available to OCA. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses, remedies, or immunities detailed in the Contract or otherwise available to OCA by law will not constitute a waiver of said privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. By issuing a PO, by its conduct prior to or subsequent to issuing the PO or by executing the Contract, OCA does not waive any privileges, rights, defenses, remedies or immunities available to OCA as an agency of the State of Texas or otherwise available to OCA. The modification of any privileges, rights, defenses, remedies, or immunities available to OCA must be in writing, must reference this section, and must be signed by OCA to be effective. Such modification of any privileges, rights, defenses, remedies, or immunities available to OCA will not constitute a waiver of any subsequent privileges, rights, defenses, remedies, or immunities under the Contract or under applicable law.

17. OCA Not Liable Upon Termination. If the Contract is terminated for any reason, OCA and the State of Texas will not be liable to Successful Respondent for any damages, claims, losses, or any other amounts arising from or related to any such termination.

18. INDEMNIFICATION. SUCCESSFUL RESPONDENT SHALL DEFEND, INDEMNIFY AND HOLD

HARMLESS THE STATE OF TEXAS AND OCA, AND/OR THEIR OFFICERS, AGENTS,

EMPLOYEES, REPRESENTATIVES, CONTRACTORS, 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 SUCCESSFUL RESPONDENT OR ITS AGENTS, EMPLOYEES,

SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE

EXECUTION OR PERFORMANCE OF THE CONTRACT , INCLUDING ANY PURCHASE ORDERS

ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL

RESPONDENT WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE

AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT

MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE

FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. SUCCESSFUL RESPONDENT AND

OCA AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

19. Governing Law and Venue. The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas.

20. Support Documents; Inspection of Records. Successful Respondent shall maintain and retain supporting fiscal documents adequate to ensure that claims for Contract funds are in accordance with applicable State of Texas requirements. These supporting fiscal documents will be maintained and retained by Successful Respondent 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. Successful Respondent will make available at reasonable times and upon reasonable notice, and for reasonable periods, work papers, reports, books, records, and supporting documents kept current by Successful Respondent pertaining to the Contract for purposes of inspecting, monitoring, auditing, or evaluating by OCA or the State of Texas.

21. Notices. Any written notice(s) required under the Contract to either party will be by either hand delivery or U.S. Mail, certified, return receipt requested, to Successful Respondent’s office as listed in the Response or to OCA at the applicable address specified in RFQ Section 3 (Delivery of Responses).

Notice will be effective on receipt by the affected party. OCA and Successful Respondent agree that either party may change the designated notice address, including providing an electronic mail address, by written notification to the other party.

22. Unfair Business Practices. Respondent represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that it has not been found to be liable for such practices in such proceedings. Respondent certifies that it has no officers who have served as officers of other entities that have been the subject of 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 been found to be liable for such practices in such proceedings.

23. Immigration. Respondent represents and warrants that it shall comply with the requirements of the Immigration and Nationality Act (8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments.

24. Franchise Taxes. Respondent represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code.

25. False Statements. Respondent represents and warrants that all statements and information prepared and submitted in its Response are current, complete, true and accurate. Submitting a response with a false statement or material misrepresentations made during the performance of a Contract are each a material breach of contract and may void the submitted response and the Contract.

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

27. Subcontracts. Successful Respondent may not subcontract for any of the Services required under the Contract without the prior written consent of OCA. Only subcontractors approved by OCA shall be permitted to be used by Successful Respondent in providing the Services. Should Successful Respondent subcontract any of the Services, Successful Respondent expressly understands and acknowledges that in entering such subcontract(s), OCA is in no manner liable to any subcontractor(s) of Successful Respondent. In no event shall this provision relieve Successful Respondent of the responsibility for ensuring that the Services rendered under all subcontracts are rendered in compliance with the Contract. Successful Respondent will retain responsibility for ensuring that the performances rendered under any subcontracts comply with all requirements of the Contract as if Successful Respondent rendered such performances. Successful Respondent shall comply with all applicable Historically Underutilized Business (HUB) requirements of Texas law and the Contract.

28. Severability. If any provision of the Contract will, for any reason, be held to violate any applicable law, and so much of the Contract is held to be unenforceable, then the invalidity of such a specific provision will not be held to invalidate any other provisions, which other provisions will remain in full force and effect unless removal of said invalid provisions destroys the legitimate purpose of the Contract, in which event the Contract will be canceled.

29. Entire Agreement. Except as expressly provided otherwise herein, the Contract will represent the entire agreement by and between OCA and Successful Respondent regarding the subject matter of this RFQ. The Contract may not be changed except by OCA’s written Change Notice to the PO or otherwise by the mutual, written agreement of the parties.

30. Dispute Resolution Processes. OCA and Successful Respondent agree to use the dispute resolution process provided in Texas Government Code Chapter 2260 to attempt to resolve any dispute arising under the Contract.

31. Sovereign Immunity. Neither the execution of a contract by OCA nor any other conduct of any representative of OCA relating to a contract resulting from this RFQ shall be considered a waiver of sovereign or governmental immunity to suit or liability.

32. Equal Employment Opportunity. Respondent represents and warrants its compliance with all applicable, duly enacted state and federal laws governing equal employment opportunities.

33. Americans with Disabilities Act (ADA). Respondent represents and warrants that it will comply with the requirements of the ADA and its implementing regulations, as each may be amended.

34. Debts and Delinquencies Affirmation; Child Support Obligation Affirmation. Respondent acknowledges and agrees that, to the extent Respondent owes any debt, including, but not limited to, delinquent taxes, delinquent student loans, and child support owed to the State of Texas, any payments or other amounts Respondent is otherwise owed under the Contract may be applied by OCA toward any debt Respondent owes the State of Texas until the debt is paid in full. These provisions are effective at any time Respondent owes any such debt or delinquency. Successful Respondent shall comply with Texas Government Code Sections 403.055, 403.0551, and 2252.903 and other applicable laws and regulations regarding satisfaction of debts or delinquencies to the State of Texas. Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated, and payment may be withheld if this certification is inaccurate.

35. Acceptance of PO Terms. By submitting a response or acknowledging and accepting the PO, Respondent acknowledges, accepts and agrees to all terms of the PO, including, but not limited to, this RFQ; however, this acceptance by Respondent of all terms of this RFQ by submission of a response does not apply to any terms to which Respondent specifically takes an exception and offers an alternative in Respondent’s Response and are agreed to by OCA.

36. State Auditor’s Right to Audit. In addition to and without limitation on the other audit provisions of this RFQ or the Contract, pursuant to Section 2262.154 of the Texas Government Code, the Texas State Auditor’s Office (“State Auditor”) may conduct an audit or investigation of any entity receiving funds from the State of Texas directly under any contract or indirectly through a subcontract under the contract. The acceptance of funds by Successful Respondent or any other entity or person directly under the contract or indirectly through a subcontract under the contract acts as acceptance of the authority of the State Auditor, under the direction of the Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit Committee, Successful Respondent or other 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. Successful Respondent shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Successful Respondent and the requirement to cooperate is included in any subcontract it awards.

37. Prohibited Use of Appropriated or Other Funds under Control of State Agency; Lobbying.

Respondent represents and warrants that OCA’s payments to Respondent and Respondent’s receipt of appropriated or other funds under the Contract are not prohibited by Texas Government Code Sections 556.005, 556.0055, or 556.008.

38. Independent Contractor. Successful Respondent has the sole obligation to supervise, manage and direct the performance of its obligations under the Contract. Successful Respondent and Successful Respondent's employees, representatives, agents, subcontractors, suppliers, and third-party service providers shall serve as independent contractors in providing the Services. Neither Respondent nor OCA is an agent of the other and neither may make any commitments on the other party’s behalf.

Should Respondent subcontract any of the Services required in the Contract, Respondent expressly understands and acknowledges that in entering such subcontract(s), OCA is in no manner liable to any subcontractor(s) of Respondent. In no event shall this provision relieve Respondent of the responsibility for ensuring that the Services performed under all subcontracts are rendered in compliance with the Contract. Respondent shall have no claim against OCA for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind. Successful Respondent and Successful Respondent's employees, representatives, agents, subcontractors, suppliers, third-party service providers, and similar entities shall not be employees of OCA. The Contract shall not create any joint venture, partnership, agency or employment relationship between Successful Respondent and OCA.

39. Drug-Free Workplace. Respondent represents and warrants that it shall comply with the applicable provisions of the Drug-Free Workplace Act of 1988 and maintain a drug-free work environment.

40. Survival of Terms. Termination of the Contract for any reason shall not release Successful Respondent from liability or obligation set forth in the Contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination, including the provisions regarding confidentiality, indemnification, records, audit, property rights, dispute resolution, invoice and fees verification.

41. No OCA Indemnification. Any requirement that OCA defend, indemnify, or hold harmless the Successful Respondent or other entity is hereby deleted from the Response and Respondent’s submitted documents.

42. Buy Texas Affirmation. In accordance with Section 2155.4441 of the Texas Government Code, Respondent agrees that during the performance of a contract for services it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

43. COVID-19 Vaccine Passport Prohibition. Respondent certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from the Respondent’s business.

Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state-funded contract.

44. Energy Company Boycotts. If Respondent is required to make a verification pursuant to Section

2274.002 of the Texas Government Code, Respondent verifies that Respondent does not boycott energy companies and will not boycott energy companies during the term of the Contract. If Respondent does not make that verification, Respondent must so indicate in its Response and state why the verification is not required.

45. Entities that Boycott Israel. If Respondent is required to make a certification pursuant to Section

2271.001 of the Texas Government Code, Respondent certifies that Respondent does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. If Respondent does not make that certification, Respondent must indicate that in its Response and state why the certification is not required.

46. Firearm Entities and Trade Association Discrimination. Respondent verifies that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If circumstances relevant to this provision change during the course of the contract, Respondent shall promptly notify Agency.

47. Human Trafficking Prohibition. Under Section 2155.0061 of the Texas Government Code, the

Respondent certifies that the individual or business entity named in this Response or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

48. No Conflicts of Interest. Respondent represents and warrants that the provision of goods and services or other performance under the contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

49. Prior Disaster Relief Contract Violation. Under Sections 2155.006 and 2261.053 of the Texas

Government Code, the Respondent certifies that the individual or business entity named in this Response or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

50. Suspension and Debarment. Respondent certifies that neither it nor its principals are debarred, suspended, proposed for debarment, declared ineligible, or otherwise excluded from participation in the contract by any state or federal agency.