1-2891 Specifications.pdf

DENTON COUNTY, TEXAS

REQUEST FOR PROPOSAL

OWNER’S REPRESENTATIVE SERVICES – DENTON COUNTY CIVIL &

COURTS BUILDINGS

RFP #25-2891

DENTON COUNTY, TEXAS

REQUEST FOR PROPOSAL

OWNER’S REPRESENTATIVE SERVICES – DENTON COUNTY CIVIL & COURTS BUILDINGS

RFP #25-2891

I. INSTRUCTIONS

A. Proposers may submit proposals electronically by uploading documents required in Section II. Evaluation, at Denton County partner’s website, Bonfire at https://dentoncounty.bonfirehub.com. Refer to Exhibit A for Bonfire submittal instructions. Refer to Exhibit B for paper submittal instructions. If submitting electronically, do not submit paper documents. If you choose to submit in hard copy, submit one original paper copy of your submittal to the office of the Director of Purchasing:

Denton County Purchasing Department 1 Courthouse Drive, Suite #2300 Denton, TX 76208

Proposals shall be received prior to: 2:00 P.M, THURSDAY, FEBRUARY 26, 2026.

Denton County is always very conscious and extremely appreciative of the time and effort you must expend to submit an offer. We would appreciate your indicating on any "NO OFFER" response any requirements of this RFP which may have influenced your decision to "NO OFFER".

B. PROPOSALS SHALL include all required documents. Paper submittals shall be placed in a sealed envelope, manually signed in ink by a person having authority to bind the firm in a contract and marked clearly with the RFP number on the outside. Electronic proposals shall be submitted via Bonfire following the instructions for electronic submittal included in Exhibit A.

C. IT IS UNDERSTOOD THAT Denton County, reserves the right to accept or reject any and/or all proposals as it shall deem to be in the best interest of Denton County.

Receipt of any proposal shall under no circumstances obligate Denton County to accept the lowest proposal. The award of the contract shall be made to the responsible proposer whose proposal is determined to be the lowest and best evaluated offer resulting from negotiation, taking into consideration the relative importance of price and other evaluation factors set forth in the request for proposal.

D. LATE PROPOSALS: Proposals received in County Purchasing Office after submission deadline shall be returned unopened and will be considered void and unacceptable.

Denton County is not responsible for lateness of mail, carrier, etc., and time/date stamp clock in Purchasing Office shall be the official time of receipt.

E. ALTERING PROPOSALS: Any interlineation, alteration, or erasure made before receiving time must be initialed by the signer of the proposal, guaranteeing authenticity.

https://dentoncounty.bonfirehub.com/

F. WITHDRAWAL OF PROPOSAL: A proposal may not be withdrawn or cancelled by the proposer for a period of ninety (90) days following the date designated for the receipt of proposal, and proposer so agrees upon submittal of their proposal.

G. PROPOSALS WILL BE received and publicly acknowledged at the location, date, and time stated above. Proposals shall be received and acknowledged only so as to avoid disclosure of the contents to competing proposers and kept secret during the negotiation/evaluation process.

H. SUBMITTAL OF CONFIDENTIAL MATERIAL: The Owner considers all Proposal information, documentation and supporting materials submitted in response to this Request for Proposal to be non-confidential and/or non-proprietary in nature, and therefore, shall be subject to public disclosure under the Texas Public Information Act (Texas Government Code, Sec. 552.001, et seq.) after the award of the contract except for trade secrets and confidential information which the Proposer identifies as proprietary. Any material that is to be considered as CONFIDENTIAL/PROPRIETARY in nature must be clearly marked on each applicable page as such by the proposer.

Marking your entire proposal CONFIDENTIAL/Proprietary is not in conformance with the Texas Public Information Act (Texas Government Code, Sec. 552.001, et seq.).

I. DISCLOSURE OF CERTAIN RELATIONSHIPS: Chapter 176 of the Texas Local Government Code requires that any proposer or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the proposer or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of Denton County no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed as defined in 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. A copy of the law is available at:

http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm. The forms for reporting are available online.

By submitting a response to this request, the proposer represents that it is in compliance with the requirements of Chapter 176 of the Texas Local Government Code.

If required, send completed forms to the Denton County Clerk's Office located at 1450 E.

McKinney, Suite 1103, Denton, TX 76209-4524.

J. DISCLOSURE OF INTERESTED PARTIES: In compliance with Section 2252.908 of the Texas Government Code, Denton County Commissioners Court may not enter into a contract with a business entity as a result of acceptance or award of this solicitation unless the business entity submits a disclosure of interested parties form as required by this statute. Notification will be given to the business entity recommended for award upon which the business entity will be required to submit the completed form prior to award.

A copy of this law is available at http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm. The on-line form is http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm available at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The Definitions are included in Chapter 46, Ethics Commission Rules are available online.

K. PROHIBITION OF CONTRACT WITH CERTAIN COMPANIES:

Vendors/Contractors/Providers must be in compliance with the provisions of §2252.152 and §2252.153 of the Texas Government Code, which states in part, contracts with companies engaged in business with Iran, Sudan or Foreign Terrorist Organizations are prohibited. A governmental entity may not enter into a contract with any company listed on the Comptroller of the State of Texas website identified under Section 806.051,

807.051 or Section 2252.153, which do business with Iran, Sudan or any Foreign Terrorist Organization. By submitting a signed response to this solicitation, contractor verified to Denton County that it is not on any such list. Pursuant to Texas Government Code Chapter 2274, Contractor verifies the following: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association.

L. CHAPTER 2271 VERIFICATION: Denton County is legally prohibited from contracting for goods and services unless the contract contains written verification from the contractor that it does not, and will not during the term of the contract boycott Israel as described in Texas Government Code §808.001(1). By submitting a response to this solicitation, the Proposer is affirming compliance with Chapter 2271 of the Texas Government Code.

M. INFORMATION/QUESTIONS: All questions shall be posted to Denton County’s on-line bidding service at https://dentoncounty.bonfirehub.com by the stated deadline. All questions and answers will be posted online at Denton County Bonfire Portal.

Proposers are responsible for ensuring all answers to questions are reviewed prior to proposal submittal. Answers provided to posted questions address minor irregularities and are for clarification purposes only and do not revise or modify the specification requirements. Answers to questions that result in revisions to the specifications will be addressed by Addendum. No oral statement of any person shall modify or otherwise change, or affect the specifications.

N. ADDENDA: Addenda are written changes, additions, alterations, corrections or revisions to specifications which change the scope of work. Any addenda issued during the time allowed for the preparation of proposals shall be covered in the proposal and, in executing the contract; they shall become a part thereof. Failure of a Proposer to receive any addendum shall not release the Proposer from any obligations under his proposal, provided said addendum was posted and distributed by Bonfire at https://dentoncounty.bonfirehub.com. Proposers are responsible for ensuring all addendums are reviewed prior to proposal submittal. All addenda can be reviewed at Denton County Bonfire Portal

O. PRE-PROPOSAL CONFERENCE: A pre-proposal conference will be held on Monday, February 9, 2026, at 10:00 A.M., at the current Sally Beauty Building, located at 3001 Colorado Blvd, Denton TX 76210. PLEASE USE THE ENTRANCE OFF BRINKER ROAD, COMING THROUGH THE MAIN FACILITY ENTRANCE. It is strongly recommended, but not required, that all Proposers intent on submitting proposals for the project attend https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm https://dentoncounty.bonfirehub.com/ https://dentoncounty.bonfirehub.com/portal/?tab=openOpportunities https://dentoncounty.bonfirehub.com/ https://dentoncounty.bonfirehub.com/portal/?tab=openOpportunities the Pre-proposal Conference.

PLEASE RESPOND TO christy.countryman@dentoncounty.gov WITH THE NAME OF THE

1-2 ATTENDEES FOR YOUR FIRM BY NOON ON FRIDAY, FEBRUARY 6TH . IF YOU FAIL TO

NOTIFY US PRIOR, THERE IS A POSSIBILITY YOU WILL NOT BE ALLOWED ENTRANCE

FOR THE PRE-PROPOSAL CONFERENCE. NO LATE ENTRANCE CAN BE PERMITTED AS

THIS IS A GUIDED SITE VISIT.

1. Proposers should limit the size of the examining team to no more than two (2) people.

2. Individual tours will not be allowed.

P. TERM: Term shall become effective on the date of Agreement execution by both Parties and shall continue in effect until project completion or termination.

Q. PROPOSER RESPONSIBILITY: It is the responsibility of each proposer before submitting a proposal:

1. To examine thoroughly the contract documents and other related data identified in the proposal documents, to visit the site to become familiar with and satisfy proposer as to the general, local, and site conditions that may affect cost, progress, performance, etc.

2. To consider federal, state, and local laws and regulations that may affect costs, progress, performance or furnishing of the work.

3. To study and carefully correlate proposer’s knowledge and observations with the contract documents and such other related data.

4. To promptly notify the County Director of Purchasing of all conflicts, errors, ambiguities, or discrepancies which proposer has discovered in or between the contract documents and such other related documents.

R. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE PROPOSERS: Proposer shall submit information on its organization, experience and staff assigned to the project;

provide headquarters, nearest office and managing office for the projects stated herein;

and show level of organizational responsibility of key projects of staff members by submitting resumes of such. A prospective proposer must affirmatively demonstrate its responsibility by providing evidence of the following requirements:

1. Have adequate financial resources, or the ability to obtain such resources as required;

2. Be able to comply with the required or proposed delivery schedule;

3. Have a satisfactory record of performance;

4. Have a satisfactory record of integrity and ethics;

5. Have a satisfactory record of cybersecurity; and

6. Be otherwise qualified and eligible to receive an award.

mailto:christy.countryman@dentoncounty.gov

Denton County may request representation and other information sufficient to determine proposer's ability to meet these minimum standards listed above.

II. EVALUATION CRITERIA AND SUBMITTALS

A. EVALUATION CRITERIA: The award of the contract shall be made to the responsible proposer whose proposal is determined to be the lowest evaluated offer resulting from negotiations, taking into consideration the relative importance of price and other factors set forth in the Request for Proposals in accordance with the Texas Local Government Code, Chapter 262. The evaluation criteria will be grouped into percentage factors as follows:

35% Relevant Experience and References

40% Technical Approach and Workplan

25% Cost Proposal

B. COMPETITIVE RANGE CRITERIA: Discussions may be conducted with responsible proposers who submit proposals determined to be reasonably susceptible of being selected for award. All proposers will be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals. Revisions to proposals may be permitted after submission and before award for the purpose of obtaining best and final offers as determined to be in the best interest of Denton County.

The competitive range evaluation criteria will be grouped into percentage factors as follows:

60% Interview

40% BAFO (Best and Final Offer)

C. SUBMITTALS: Submittals may be submitted electronically through Bonfire or submitted in paper form as per the instructions in Section I.A. of these specifications. If submitting electronically, documents shall be organized in the following sections and uploaded, as instructed in Bonfire, by Tab number below. Refer to Exhibit A for Bonfire submittal instructions and a link for uploading. If submitting in hard copy, submittals shall take the form of a bound 8 ½ inch by 11-inch proposal with a Table of Contents and all pages numbered. Each section shall be clearly identified and tabbed as listed below. For proper comparison and evaluation, Denton County requests that proposals follow the format outlined below.

Tab 1 – Relevant Experience and References – Response must reflect firm’s understanding of industry standards and best practices and focus on prior experience with projects similar to Denton County’s. Responses must be formatted to correspond with items listed below for ease of review by evaluators. (Tab 1 documentation requested, not to exceed 15 pages.)

1. Provide an executive summary statement indicating the Proposer’s credentials and interest in delivering the services sought under this RFP, to include name, address, and telephone number of the firm submitting the qualification statement and the name and email of one or more individuals authorized to represent the firm in its dealings on a contractual basis.

2. Verifiable experience in your firm’s three (3) most recent, CMAR projects of similar size and complexity and summary of accomplishments per identified client. Provide the name and location of each project, client, contact person, phone number, and email. The County reserves the right to contact references given as well as any other source available.

3. Provide your proposed staffing structure and communication chain for this project, identifying key personnel and their respective roles. Any changes of key team members after submission of proposal, during evaluation, or after award of contract are subject to written approval by the County. Illustrate the proposed roles and experience for each member to include the following:

a. Name and Title

b. Resume

c. Copies of applicable licensure or certifications (CMAA, PMP, or equivalent) for each member

4. The proposed Project Manager must have:

a. Managed at least one project of similar scope and complexity with the last three years.

b. Managed at least one project implementation based upon the same architecture for the County’s proposed solution.

c. At least one year’s experience working with a governmental agency.

5. Disclose any conflicts of interest or prior engagements with the CMAR or Architect identified in III. Scope A., for the project.

6. Identify if your firm has had any contracts terminated due to non-performance over the last five (5) years.

7. Identify adverse actions sanctioned by any regulatory authorities over the last five (5) years.

Tab 2 – Describe the Technical Approach and Workplan to meet the needs of Denton County for the stated project requirements. Responses must be formatted to correspond with items listed below for ease of review by evaluators. (Tab 2 documentation requested, not to exceed 15 pages.)

1. Provide a summary statement describing your firm’s approach to initiating a project under a CMAR delivery method as mentioned in Scope III, Section E., focusing on communication protocols among the Owner, CMAR, and design team.

2. Provide a comprehensive narrative statement that outlines your approach to site monitoring and ensuring contract compliance as referenced in Scope III, Section

G., such as how you document, track, and resolve field issues.

3. Provide your process for maintaining a current and accurate project budget, to include tracking commitments, expenditures, and forecasts as it relates to Scope III, Section H.

4. Describe a recent CMAR project where your firm’s oversight directly improved cost, schedule, or quality outcomes.

5. Provide documentation of all technologies/software (e.g. drone mapping, BIM integration, dashboards) your firm employs to enhance owner visibility and decision-making.

6. Provide a sample contract. (Not part of page count for the Tab)

Tab 3 - Proposal Pricing for Civil Courts Building

1. Base Services Fee (Fixed Monthly) Covers predictable, ongoing services such as project initiation, regular meetings, reporting, schedule and budget monitoring, and day to day coordination as reflected in III. Scope. This fee shall cover all labor, overhead, and profit for the listed services in III. Scope. Any cost exceeding or over the monthly fee must be approved by Change Order.

a. Proposers shall submit a fixed monthly fee for services, based on the Scope of Services outlined in III. Scope of Work and the estimated project duration. If the project duration is extended or reduced, monthly fees will be adjusted proportionally.

b. Hourly Rate Schedule (For As Needed / Variable Services)

i. Submit hourly rates by labor category (e.g. Principal, Project

Manager, Cost Estimator, Field Representative) in a not-to-exceed (NTE) cap for anticipated extras.

2. Billing: Monthly invoices that separate fixed-fee allocations and hourly expenses with staff timesheets and expense backup. Travel and reimbursable expenses must be pre-authorized. Meals and incidentals cannot exceed the amount allowed by the USGSA. USGSA Link https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-ratesresults?action=perdiems_report&fiscal_year=2026&state=TX&city=denton&zip=

III. SCOPE OF WORK

A. PURPOSE: Denton County seeks a qualified Owner’s Representative (OR)/Owner’s Advisor to provide independent owner-side oversight and advisory services for our Civil Courts Building Remodel and Denton County Courts Building Expansion. The OR will identify and prioritize the needs of Denton County and coordinate the workflow of the Project Team to include the CMAR and Architect to ensure efficiency is maximized in all aspects and ultimately oversee the implementation process to successfully deliver the project within the approved budget, schedule, and quality standards. Byrne Construction Services has been selected as the Construction Manager at Risk (CMAR) and HOK as the Architect/Design Team for both projects. Denton County reserves the right to accept or reject all or any part of any proposal and award by part or total proposal.

B. BACKGROUND INFORMATION - DENTON COUNTY CIVIL COURTS BUILDING: To accommodate current and future growth, Denton County intends to convert an office building into a Civil Courts Building to allow the relocation of our civil courts at the Denton County Courts Building to the new Civil Courts Building. The associated departments to be accommodated with this project will be:

• District Courts

• County Courts

• District Clerk

• County Clerk

• District Attorney

The selected firm will assist Denton County, the CMAR, and Architect in the remodel of the building located at 3001 Colorado Blvd, Denton TX 76210-6802, into a Civil, Family, and Probate Courts facility. This building is a five story, 203,193 square foot, office building constructed in 2003. The remodel will consist of, but not be limited to, conversion of approximately 2/3 of the office space into courtrooms, hearing rooms, offices, breakrooms, conference rooms, and jury service and assembly rooms for approximately seven (7) District Judges, three (3) Probate Judges/Associate Judges, and support space for the District Attorney, County Clerk, and District Clerk.

TENTATIVE TIMELINE FOR PROJECT: Estimated design completion date: March 2026/ Construction Phase Timeline will be established by CMAR (Estimated May 2026.)

PROJECT ESTIMATE: Schematic Design Estimate - $68 Million

DENTON COUNTY COURTS BUILDING: Once the relocation of the associated departments into the Civil Courts Building is complete and the scope for remodeling of the areas affected by the areas vacated within the Courts Building at 1450 E. McKinney Street, Denton, TX 76209 is defined, cost will be negotiated for the Denton County Courts Building.

C. COUNTY PROVISIONS:

1. Denton County will maintain a daily on-site representative who provides daily reports to the Owner’s Representative.

2. Denton County will furnish and provide access to Autodesk PlanGrid software program for use in review of shop drawings, RFI’s, samples, and other submittals unless determination is made to utilize the software provided by the awarded firm.

3. The County will manage all city impact fees.

D. ASSUMPTIONS AND PERFORMANCE EXPECTATIONS - Assumptions are as follows:

1. Act in the best interest of the County at all times.

2. Maintain clear and timely communication with all stakeholders.

3. Adhere to County procurement policies and public contracting laws.

4. Ensure project completion within approved budget, schedule, and quality objectives.

E. PROJECT INITIATION & CONTRACT REVIEW

1. Conduct a comprehensive Kickoff Meeting with the County, Architect/Design Team, and CMAR to establish communication protocols, reporting formats, and escalation paths.

2. Review CMAR contract, Guaranteed Maximum Price (GMP), and key design contracts.

3. Develop a Responsibility Matrix within ten (10) business days, outlining roles, responsibilities, carve-outs, and escalation procedures.

4. Assist with the development and documentation of Project Goals and Owner’s Project

Requirements (OPR).

5. Prepare a Project Management Plan covering schedule, budget, reporting cadence, meeting structure, and quality assurance procedures.

F. PRECONSTRUCTION & DESIGN PHASE SUPPORT

1. Review design documents for constructability, completeness, coordination, and compliance with County standards.

2. Coordinate with the Architect, CMAR, and County stakeholders to define priorities, milestones, and phasing requirements.

3. Review cost estimating and budget reconciliation during preconstruction.

4. Support contractor prequalification, bid evaluations, and provide recommendations for contract awards.

5. Advisement on allowances, alternates, and contingencies within the GMP.

6. Participate in the development and negotiation of the GMP; provide an independent cost and scope review of the proposed GMP and subsequent amendments (written recommendation within 10 business days).

G. CONSTRUCTION ADMINISTRATION & COMPLIANCE OVERSIGHT

1. The Owner’s Representative is expected to visit the project site for monitoring at least once per week and lead weekly Owner-Architect-Contractor (OAC) meetings, including preparation and distribution of meeting notes, enforcing contract compliance.

2. Administer construction contracts in coordination with County legal and procurement staff.

3. Maintain complete project documentation, including RFI logs, submittals, and change order records.

4. Review and monitor contractor’s baseline and updated schedules for accuracy, feasibility, and critical path performance.

5. Identify schedule delays, advise on corrective actions, and recommend mitigation strategies.

6. Review and negotiate change orders for cost and time impact; provide written recommendations within ten (10) business days.

7. Conduct independent cost audits at key milestones.

8. Review and recommend approval or rejection of pay applications, verifying that work conforms to contract requirements.

9. Ensure compliance with all local, state, and federal safety and labor regulations;

review contractor safety plans and monitor implementation.

10. Coordinate special inspections, testing, commissioning activities, and permit compliance with City as required.

11. Conduct regular site inspections for documentation, safety, and progress verification.

12. Maintain and report monthly on project budget performance, commitments, expenditures, and forecasted costs.

H. SCHEDULE AND BUDGET MANAGEMENT

1. Review and maintain an integrated project schedule.

2. Review construction schedules, recommend adjustments, and verify critical path activities monthly.

3. Track and reconcile cost estimates with CMAR and Architect to maintain budget alignment.

4. Provide monthly cost and schedule reports, identifying risks, variances, and corrective actions.

5. Identify and mitigate potential budget overruns through value engineering and early risk identification.

6. Monitor and verify financial documentation to ensure compliance with County policies.

7. Ensure all documents that bind or commit County funds are properly reviewed and tracked prior to County signature or countersignature.

I. COMMUNICATIONS, MEETINGS & REPORTING

1. Attend and assure regular Owner/Architect/Contractor (OAC) meetings occur and maintain agendas and minutes.

2. Attendance required for milestones like Change Orders and any necessary reporting, for the life of the project, as requested by the County.

3. Provide written escalation recommendations for disputes or potential claims.

4. Deliver a concise Monthly Summary Report summarizing cost, schedule, risk, outstanding issues, and recommended actions.

5. Maintain complete and accessible digital and hardcopy project records, ensuring all documents are retrievable within 24 hours of request.

6. Support the County in fostering a collaborative team environment among all project participants. Maintaining open communication with the Denton County Steering Committee for updates and guidance. The point of contact for the County will be provided to the awarded firm.

J. QUALITY ASSURANCE, COMMISSIONING & CLOSEOUT

1. Conduct quality assurance spot-checks and field observations during construction.

2. Observe contractor testing, system start-up, and commissioning activities; verify performance.

3. Assist in preparing punch lists and verifying completion of outstanding work.

4. Coordinate collection and verification of as-built drawings, warranties, O&M manuals, and other closeout deliverables.

5. Confirm settlement of all change orders, claims, and final pay applications.

6. Supporting move management and coordination of owner-furnished furniture, fixtures, and equipment (FF&E).

7. Provide a Final Closeout Report summarizing project performance, cost reconciliation, and outstanding risks.

K. DELIVERABLES: Deliverables shall include, but are not limited to:

1. Project Management Plan

2. Responsibility Matrix

3. Preconstruction cost estimates and budget reconciliation reports

4. Monthly project reports (cost, schedule, risk, progress)

5. OAC and stakeholder meeting agendas and minutes

6. Change order, RFI, and contract administration logs

7. Inspection, field observation reports, and interior photographs for presentation of construction progress.

8. Commissioning documentation, testing reports, warranty documentation, and training records

9. Cost audit and variance reports

10. Final project closeout package and performance summary

L. GOVERNANCE, DOCUMENTATION & RECORD KEEPING

1. Implement a project data control and retrieval system to track approvals, financial commitments, and decisions.

2. Ensure all project activities, reports, and commitments are documented, tracked, and retrievable upon request.

3. Maintain all project records in a format acceptable to the County and provide complete turnover of records at project completion or upon request to Denton County.

4. Ensure ongoing compliance with County policies and all applicable regulations, codes, and standards.

M. ADDITIONS/DELETIONS: It is expressly understood that Denton County may add or delete Services or locations under this contract on an as-needed basis. Any future sites or additional services will require the awarded proposer to provide a quote.

GENERAL CONTRACT TERMS AND CONDITIONS

A. CONTRACT: This request for proposal, submitted documents, and any negotiations, when properly accepted by Denton County, shall constitute a contract equally binding between the successful proposer and Denton County. No different or additional terms will become a part of this contract with the exception of a Change Order.

B. CONFLICT OF INTEREST: No public official shall have any interest in this contract, except as permitted by and subject to the disclosure requirements of Vernon's Texas Codes Annotated, Local Government Code, Title 5, Subtitled C, Chapter 171.

C. CONFIDENTIALITY: All information disclosed by Denton County to successful proposer for the purpose of the work to be done or information that comes to the attention of the successful proposer during the course of performing such work is to be kept strictly confidential.

D. CHANGE ORDERS: No oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the contract will be made in writing by Denton County Director of Purchasing.

E. ASSIGNMENT: The successful proposer shall not sell, assign, transfer or convey any contract resulting from this RFP, in whole or in part, without the prior written consent of Denton County Commissioners.

F. VENUE: This agreement will be governed and construed according to the laws of the State of Texas. This agreement is performable in Denton County, Texas.

G. INDEMNITY: Contractor shall defend, indemnify and save harmless Denton County and all its officers, agents and employees from all suits, actions, or other claims of any character, name and description brought for or on account of any injuries or damages received or sustained by any person, persons, or property or any cyber incident directed at, related to, or connected to the Contractor that impacts County Data of Information Systems including but not limited to a data breach, ransom-ware attack, and Distributed Denial of Service (DDoS) attack, on account of any negligent act or fault of the Contractor, or of any agent, employee, subcontractor or supplier in the execution of, or performance under, any contract which may result from proposal award. Contractor shall pay any judgment with cost which may be obtained against Denton County growing out of such injury or damages.

H. DESIGN, STANDARDS AND PRACTICES: Design, strength, quality of materials and workmanship must conform to the highest standards of engineering practices and/or professional services.

I. PATENTS/COPYRIGHTS: The successful proposer agrees to protect Denton County from claims involving infringement of patents and/or copyrights.

J. TERMINATION OF CONTRACT: This contract shall remain in effect until contract expires, completion and acceptance of services or default. Denton County reserves the right to terminate the contract immediately in the event the successful proposer fails to:

1. Meet delivery or completion schedules, or

2. Otherwise perform in accordance with the accepted proposal.

Breach of contract or default authorizes the County to award to another proposer, purchase elsewhere and charge the full increase cost to the defaulting proposer.

Either party may terminate this contract with thirty (30) days' written notice prior to either party stating cancellation. The successful proposer must state therein the reasons for such cancellation. Prior written notice must be delivered in person or sent by registered or certified mail, return receipt requested, proper postage paid, and properly addressed to the other party at the address on the affidavit for the contractor or to the County Judge, 1 Courthouse Drive, Suite 3100, Denton, Texas 76208.

K. PERFORMANCE OF CONTRACT: Denton County reserves the right to enforce the performance of this contract in any manner prescribed by law or deemed to be in the best interest of the County in the event of breach or default or resulting contract award.

L. PURCHASE ORDER: A purchase order(s) shall be generated by Denton County to the successful proposer.

M. INVOICES: Invoices shall be emailed directly to:

accountspayable@dentoncounty.gov

The invoices shall show:

1. Name and address of successful proposer;

2. Detailed breakdown of all charges for the services or products delivered stating any applicable period of time; and

3. Denton County Purchase Order Number.

Invoices shall be based upon actual services rendered and actual hours of performance and/or products delivered.

N. PAYMENT: Payment will be made upon receipt and acceptance by the County of completed services and/or products ordered and receipt of a valid invoice, in accordance with the Texas Government Code, Chapter 2251. Successful proposer is required to pay subcontractors within ten (10) days.

O. OWNERSHIP: All plans, prints, designs, concepts, etc., shall become the property of Denton County.

P. INSURANCE: Before commencing work, the successful proposer shall be required, at his own expense, to furnish the Denton County Director of Purchasing within ten (10) days of notification of award with evidence showing the following insurance coverage to be in force throughout the term of the contract:

mailto:accountspayable@dentoncounty.gov

1. Worker's Compensation in accordance with State Territorial Worker's Compensation Laws; and Employer's Liability Insurance:

2. Public Liability and property damage insurance coverage including, but not limited to, the liability assumed in the indemnification provisions (as specified in this RFP) fully insuring contractor's and/or subcontractor's liability for injury to, or death of, County employees and third parties, extended to include personal injury liability coverage, and for damage to property of third parties, with a minimum combined coverage for each occurrence of $500,000.00; and

3. Comprehensive automobile and truck liability insurance to include coverage of owned, hired, and non-owned vehicles with minimum limits of $300,000.00 each occurrence for bodily injury and $100,000.00 each occurrence for property damage.

Such insurance is to include coverage for loading and unloading hazards.

Each insurance policy to be furnished by successful proposer shall include, by endorsement to the policy, a statement that a notice shall be given to Denton County by certified mail thirty (30) days prior to cancellation or upon any material change in coverage.

Q. FUNDING: Funds for payment have been provided through the Denton County budget approved by the Commissioners Court for this fiscal year only. State of Texas statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. Therefore, anticipated orders or other obligations that may arise past the end of the current Denton County fiscal year shall be subject to budget approval.

R. DEBARMENT: Proposer certifies that at the time of submission of its proposal, Proposer was not on the federal government’s list of suspended, ineligible or debarred contractors and that Proposer has not been placed on this list between the time of its proposal submission and the time of execution of the Contract. If Proposer is placed on this list during the term of the Contract, Proposer shall notify the Denton County Director of Purchasing. False certification or failure to notify may result in termination of the Contract for default.

S. GOVERNMENTAL ENTITIES: Governmental entities utilizing inter-governmental contracts with Denton County will be eligible, but not obligated, to purchase necessary materials and supplies under the contract(s) awarded as a result of this solicitation. FOB Destination prices will apply only to delivery points specified in these documents.

Delivery to other FOB points may include applicable freight charges. Any additional incremental costs for delivery must be clearly stated in quotes to participating entities before order is placed. All purchases by governmental entities other than Denton County will be billed directly to that governmental entity and paid by that governmental entity. Denton County will not be responsible for another governmental entity's debts.

Each governmental entity will order their material as needed. The quantities furnished in this proposal document are for Denton County only. It does not include quantities for any other governmental jurisdiction.

T. AVAILABILITY: It is expressly understood and agreed that in case Denton County should need any item(s) not available within the time frame needed from the successful proposer during the term of this contract, Denton County reserves the right to purchase these items from other than the successful proposer and shall not be in violation of any terms or conditions of said Contract. Further, Denton County reserves the right to seek another proposer if, at any time, proposer's prices do not conform to public pricing.

U. INDEPENDENT CONTRACTOR: The successful proposer shall be and remain an independent contractor throughout the term of any contract awarded pursuant to this

RFP.