DENTON COUNTY, TEXAS

REQUEST FOR PROPOSAL

FULL-SERVICE DEPUTY LICENSE AGREEMENT

RFP #25-2899

TABLE OF CONTENTS

I. PROJECT DATES

II. OBJECTIVE AND INSTRUCTIONS

III. SCOPE OF WORK

IV. EVALUATION CRITERIA AND SUBMITTALS

V. GENERAL CONDITIONS

VI. SPECIAL CONDITIONS

Exhibit A – Bonfire Submission Instructions Exhibit B – Paper Submission Instructions Exhibit C – Cost Proposal Form Exhibit D – Contract/Agreement Exhibit E – Vendor Acknowledgement Form

DENTON COUNTY, TEXAS

EQUEST FOR PROPOSAL

I. PROJECT DATES

A. Contract Term The initial term of the contract shall be for a one (1) year period beginning upon a date identified in the contract, with an option to renew for four (4) additional one-year terms at the discretion of Denton County Commissioners Court.

B. Pre-proposal meeting will occur:

THURSDAY, MARCH 26, 2026, at 10:00 A.M. Central Daylight Time (CDT)

Denton County Tax Office 1505 E. McKinney St.

Denton, TX 76209

It is strongly recommended that all Proposers intent on submitting proposals for the project attend the Pre-proposal Conference.

Timely arrival is strongly suggested. Information missed due to tardiness will not be revisited.

C. Question Deadline THURSDAY, APRIL 2, 2026, at 2:00 P.M. Central Daylight Time (CDT)

All questions must be submitted online at Denton County Bonfire Portal, powered by Euna Procurement. No additional questions may be submitted once the question deadline has passed. Denton County will address all questions as promptly as possible. Questions may be addressed out of order from receipt, depending on the complexity of the responses required.

D. Sealed Proposals will be received PRIOR to and publicly opened at:

2:00 P.M. Central Daylight Time (CDT) on THURSDAY, APRIL 16, 2026

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

II. OBJECTIVE AND INSTRUCTIONS

A. OBJECTIVE: The purpose of this solicitation is to secure a qualified Full-Service Deputy to provide motor vehicle registration and titling services in accordance with Texas law. The selected entity must demonstrate the ability to meet all statutory, operational, security, financial, and reporting requirements necessary to protect County interests and ensure full regulatory compliance. The County seeks a partner that will expand service accessibility to the public, maintain strict compliance with Texas Transportation Code requirements, safeguard County revenue, and uphold the integrity of all transactions. The awarded supplier shall ensure all services are delivered in accordance with County requirements and applicable state and federal laws. Denton County reserves the right to accept or reject any proposal, in whole or in part, and to award a contract in the best interest of the County.

B. INFORMATION/QUESTIONS: All questions shall be posted by inquirers online at Denton County Bonfire Portal powered by Euna Procurement, https://dentoncounty.bonfirehub.com by the stated deadline. Answers will be posted online at Denton County Bonfire Portal.

1. Answers provided to posted questions address minor irregularities and are for clarification purposes only and do not revise or modify the specification requirements.

2. Answers to questions that result in revisions to the specifications will be addressed by Addendum.

3. No oral statement of any person shall modify or otherwise change or affect the specifications.

4. Proposers are responsible for ensuring all answers to questions are reviewed prior to proposal submittal.

C. ADDENDA: Addenda are written changes, additions, alterations, corrections or revisions to specifications which change the scope of work. Any addenda issued prior to the proposal submission deadline shall be acknowledged in the proposal and shall become a part of the executed contract.

1. 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 Denton County Bonfire Portal, https://dentoncounty.bonfirehub.com.

2. Proposers are responsible for ensuring all addendums are reviewed prior to proposal submittal. All addenda can be reviewed at Denton County Bonfire Portal.

D. 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.

E. 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.

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

F. 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.

G. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) CONTRACTING:

1. The goal of Denton County is to ensure all HUBs, as described in the Texas Government Code, Title 10 Subtitle D, Chapter 2161, have maximum opportunities to participate in the County’s procurement in awarding of contracts and subcontracts.

2. Denton County will make a good faith effort to increase contract awards for the purchase of goods or services from the HUBs. HUB proposers are encouraged to participate in the county’s purchasing and procurement process. While the County is oriented to adhere to good faith efforts, nothing in this effort shall be construed to establish set-asides or mandatory quotas.

3. The County and all prime contractors (if subcontractors are permitted) will take the affirmative steps listed below:

a. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists.

b. Assuring that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources.

c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women’s business.

d. Establishing delivery schedules, where the requirements permit, which encourage participation by small and minority business, and women’s business enterprises.

e. Using the services and assistance of the Small Business Administration, the Minority Business Development Agency of the Department of Commerce and the Texas Procurement and Support Services (TPASS) Centralized Master Bidders List HUB Directory.

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

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

K. 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.

L. Proposal Submission Instructions - PROPOSALS SHALL include all required submittal documents listed in Section IV, Evaluation Criteria and Submittals, and may be submitted in one of the following submission formats. If submitting in one format (e.g., paper), do not submit in another (e.g., electronically):

1. Electronically - Refer to Exhibit A for electronic submittal instructions.

a. Electronic proposals shall be submitted via Bonfire Portal, powered by Euna Procurement, at https://dentoncounty.bonfirehub.com following the instructions for electronic submittal included in Exhibit A.

2. Paper - 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:

a. If submitting in hard copy, submittals shall take the form of a bound 8.5 inch by 11-inch proposal with a Table of Contents and all pages numbered. Each section shall be clearly identified and tabbed as instructed in Section IV. EVALUATION

CRITERIA AND SUBMITTALS.

b. 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.

c. If the proposal is sent through the mail or other delivery system, the sealed envelope shall be enclosed in a separate envelope with the notation "PROPOSAL ENCLOSED" on the face of it.

M. IT IS UNDERSTOOD THAT Denton County reserves the right to accept or reject any and/or all proposals, as deemed to be in the best interest of Denton County. Receipt of any proposal shall not, under any 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 (RFP).

N. 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.

O. PROPOSALS/PROPOSERS MUST COMPLY WITH federal, state, county, and local laws concerning the type(s) of product(s)/service(s)/equipment/project(s) contracted for, and the fulfillment of all ADA (Americans with Disabilities Act) requirements.

P. 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:

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

R. 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.

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

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

T. 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.

U. A copy of this law is available at http://www.statutes.legis.state.tx.us/Docs/GV/htm/GV.2252.htm.

V. The on-line form is available at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

W. The Definitions are included in Chapter 46, Ethics Commission Rules are available online.

X. 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, proposer verifies 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. By submitting a signed response to this solicitation, proposer verifies to Denton County that currently and will uphold the aforementioned according to Texas Government Code Chapter 2274.

Y. CHAPTER 2271 VERIFICATION: Denton County is legally prohibited from contracting for goods and services, unless the contract contains written verification from the proposer 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.

Z. SALES TAX: Denton County is, by statute, exempt from the State Sales Tax and Federal Excise Tax; therefore, the proposal price shall not include taxes.

AA. DEBT: Denton County reserves the right to reject any proposal submitted by a Proposer who owes a debt to the County. Debt includes delinquent taxes, fines, fees, and delinquencies arising from written agreements with the County.

BB. CONE OF SILENCE: To ensure the integrity of the procurement process, a Cone of Silence is hereby imposed on this solicitation beginning with the advertisement date and ending upon the award recommendation being posted or the solicitation being canceled. The Cone of Silence prohibits any communication regarding this solicitation between:

1. Any potential proposer, vendor, service provider, respondent, or representative thereof, and

2. Any member of the County staff, evaluation committee, elected official, or any other person authorized to make or influence a procurement decision.

All questions and communication regarding this solicitation must be submitted through the Denton County Bonfire Portal. Any violation of this policy may be grounds for disqualification of the proposer from consideration for award.

Exceptions to this Cone of Silence include:

1. Communications at the pre-bid or pre-proposal conference;

2. Formal presentations/interviews scheduled by the Purchasing Department;

3. Contract negotiations as authorized by the Purchasing Department;

4. Communication with the Purchasing Department as expressly permitted by the solicitation documents.

Violation of this section by a respondent or any representative may result in rejection of the bid, proposal, or response.

III. SCOPE OF WORK

A. BACKGROUND INFORMATION – Pursuant to Texas Transportation Code §520.0075 and related provisions governing motor vehicle registration and titling services, Denton County is seeking one (1) qualified entity to serve as a Full- Service Deputy for the Denton County Tax Assessor-Collector.

The selected Proposer will act as an authorized Full-Service Deputy and shall be entrusted with the collection, reporting, safeguarding, and remittance of public funds associated with motor vehicle title and registration transactions.

Because this role involves the handling of public funds, controlled inventory, and state-owned automation equipment, the County considers this position one of significant fiduciary responsibility.

Denton County intends to award one contract to the highest ranked, responsible proposer.

B. SERVICES TO BE PROVIDED - The awarded Full-Service Deputy shall:

1. Motor Vehicle Transactions

a. Issue motor vehicle title receipts

b. Accept and process title registration fees

c. Collect and remit motor vehicle sales tax

d. Issue annual vehicle registration validation stickers

e. Process specialty transactions including but not limited to:

1) Trailer plates

2) Specialty plates

3) Temporary permits

4) Handicap placards and plates

2. Compliance Requirements

a. Comply with all Texas Transportation Code requirements

b. Comply with all TxDMV Registration and Title System (RTS) requirements

c. Comply with all Denton County Tax Assessor-Collector policies

d. Execute the County’s License Agreement

3. Surety Requirement The selected Proposer shall provide a surety in the form of:

a. Surety Bond, OR

b. Irrevocable Letter of Credit, OR

c. Cash Surety

The amount of the surety shall be determined by the Denton County Tax Assessor- Collector and shall be commensurate with:

d. The value of leased TxDMV equipment

e. The value of inventory issued

f. The anticipated transaction volume

The surety must remain in effect for the duration of the contract.

4. Inventory & Equipment Responsibility

a. Maintain strict control over all inventory (plates, registration receipts, sticker stock, etc.)

b. Maintain and safeguard all leased TxDMV automation equipment

c. Be financially responsible for damaged, lost, or misused equipment

d. Prevent unauthorized access to RTS systems

5. Reporting & Remittance

a. Submit required RTS reports daily

b. Remit all collected taxes and fees daily in the format required by the Tax

Assessor-Collector

c. Maintain separate accounting records for County funds

d. Maintain records in compliance with the Texas State Library retention schedule

6. Deputization & Background Checks

a. Submit all proposed employees for background checks

b. Reimburse the County for background check costs

c. Ensure no employee performs RTS transactions unless formally deputized

d. Notify the County within 24 hours of termination of any deputized employee

7. Performance Standards The Full-Service Deputy shall meet the following minimum performance measures:

a. Process transactions within 72 hours of receipt

b. Maintain an error rate of 10% or less (voids/rejections)

c. Correct accounting errors within 24 hours

d. Report missing inventory within 24 hours

e. Remit collected funds in strict compliance with contract terms

8. Audit Rights The Full-Service Deputy shall be subject to audit by:

a. Denton County Tax Assessor-Collector

b. Denton County Auditor

c. Texas Comptroller

d. TxDMV

e. DPS

f. Law enforcement agencies

Audits may occur during normal business hours without prior notice.

IV. EVALUATION CRITERIA AND SUBMITTALS

A. INITIAL EVALUATION CRITERIA: The award of the contract shall be made to the responsible proposer whose proposal is determined to be the highest scoring evaluated proposal 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 initial evaluation criteria will be grouped into percentage factors as follows:

25% Background and Relevant Qualifications

35% Methodology and Technical Approach

40% 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. INTERVIEWS: Short-listed firms will be contacted at the end of the initial evaluation to request the necessary submittal documents to appropriately answer questions the evaluation committee may have for the proposers.

D. SUBMITTALS: Submittals may be submitted electronically (Refer to Exhibit A) or in paper form (Refer to Exhibit B), as per the instructions in Section II of these specifications. For proper evaluation, Denton County requests that regardless of the submission type, all proposals follow the format as outlined below:

1. TAB 1 – PROPOSER BACKGROUND AND RELEVANT QUALIFICATIONS

Proposers shall submit information demonstrating their qualifications, experience, and capability to successfully perform the services described in this RFP. Responses should be concise, well-organized, and limited to information relevant to the scope of services.

Proposers shall submit:

1. Legal name and ownership structure

2. Identification of all principals and affiliated entities

3. Contact information for each principal

4. Financial statements demonstrating stability

5. Disclosure of any bankruptcy, receivership, or insolvency history

6. Description of experience in:

o Title services o Motor vehicle registration o Public fund handling o Accounting controls o Customer service operations

7. Three (3) references for similar services

8. Statement regarding integrity and ethical standards

9. Written authorization for Denton County to conduct background checks

The County reserves the right to contact any listed client for the purpose of verifying information provided in the proposal and obtaining additional information related to the proposer’s performance.

2. TAB 2 - METHODOLOGY AND TECHNICAL APPROACH

Proposers shall describe their operational plan for performing services as a Full- Service Deputy in compliance with Texas law and County requirements in accordance with the Scope of Work.

Proposers may organize their responses using the Scope of Work sections as a framework; however, responses should focus on describing the proposer’s specific approach, processes, and methods for meeting the requirements, rather than restating the Scope of Work verbatim.

Responses should demonstrate a clear understanding of the County’s needs and present a realistic, well-organized approach to implementation and ongoing operations.

Proposers shall describe or provide:

1. Operational Plan

a. Proposed physical location (Place of Business)

b. Propose hours of operation

c. Staffing structure and number of employees

d. Receiving Agent designation

2. Internal Controls & Safeguards

a. Inventory management procedures

b. Cash handling procedures

c. Separation of duties

d. Daily reconciliation process

e. Fraud prevention measures

f. Secure storage of inventory

g. Procedures for safeguarding public funds

3. RTS & Equipment Management

a. Security of leased equipment

b. Compliance with TxDMV system requirements

c. Cybersecurity safeguards

d. Security measures for license plates, validation stickers, and controlled forms

e. Procedures for tracking and reconciling inventory

f. Protection of RTS equipment

g. Cybersecurity safeguards and prevention of unauthorized system access

4. Remittance & Reporting Plan

a. Daily reporting process

b. Method of remittance to the Tax Assessor-Collector

c. Daily reconciliation procedures

d. Record retention practices

e. Error correction procedures

5. Implementation & Transition Plan

a. Timeline from award to operational readiness

b. Equipment installation coordination

c. Employee deputization timeline

6. TAB 3 – COST PROPOSAL

Because compensation for Full-Service Deputies is governed by Texas Transportation Code and Texas Administrative Code §§217.168 and 217.183, evaluation of the Cost Proposal will focus on the proposer’s supplemental fee structure and its impact on the public.

For evaluation purposes, the title transaction fee shall be used for scoring.

The County is not seeking the lowest fee in isolation, but the most reasonable and responsible fee structure that:

Complies fully with statutory limits Minimizes financial impact to the public Supports sustainable, compliant operations Demonstrates transparency and accountability

7. TAB 4 - ADMINISTRATIVE AND INFORMATIONAL SUBMITTALS

The following information and documents are required for administrative and compliance purposes only. Denton County Purchasing will review these materials for responsiveness and responsibility. Failure to submit required administrative submittals may result in the proposal being deemed non-responsive.

Certain administrative and informational documents may be collected through the County’s electronic procurement system and are required for proposal submission.

a. Proposers shall submit the following:

1) Vendor Acknowledgement Form A completed and signed Vendor Acknowledgement Form (see Exhibit E).

2) W-9 Form A completed and signed Internal Revenue Service Form W-9.

3) Litigation, Regulatory, and Contractual Disclosure

a) Disclose any material litigation, regulatory actions, contract terminations for cause, compliance issues, or cybersecurity incidents within the past five (5) years that could reasonably impact the proposer’s ability to perform the services described in this RFP.

b) For each matter disclosed, provide a brief description, date(s) of occurrence, and current status or resolution.

c) If no such matter exists, the proposer shall submit a statement affirming that there are no disclosures under this section.

Proposers shall not include pricing in this section.

V. GENERAL TERMS AND CONDITIONS

A. 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.

B. JURISDICTION, VENUE, OR FORUM: This agreement will be governed and construed according to the laws of the State of Texas. The parties submit all their disputes arising out of or in connection with any agreement resulting from the RFP to the exclusive jurisdiction of the Courts of Denton County, Texas.

C. INDEMNITY: Contractor shall defend, indemnify, and hold 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, 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.

D. CONTRACT: This request for proposal, submitted documents, and any negotiations, when properly accepted by Denton County, shall constitute an equally binding contract 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.

E. 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.

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

G. 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.

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

I. 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 of resulting contract award.

J. AVAILABILITY: It is expressly understood and agreed that in case Denton County should need any item(s) which is not available within the required time frame from the Contractor during the term of this Contract, Denton County reserves the right to purchase these items from another vendor 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, Contractor’s prices do not conform to awarded pricing.

K. 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 Contractor 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 Contractor.

Either party may terminate this contract with a sixty (60) days' written notice prior to either party stating cancellation. The Contractor 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 Purchasing, 1 Courthouse Drive, Suite 2300, Denton, Texas 76208.

L. PURCHASE ORDER: Upon award of RFP, a purchase order or directive from the Denton County Purchasing Department must be submitted to the awarded vendor PRIOR to the initiation of any services or delivery of any product(s).

M. INVOICES: Invoices shall be e-mailed directly accountspayable@dentoncounty.gov

The invoices shall show:

1. Name and address of Contractor;

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.

VI. SPECIAL CONDITIONS

A. INSURANCE: Before commencing work and within ten (10) days of notification of award, the awarded vendor shall, at their own expense, provide to the Denton County Director of Purchasing evidence showing the following insurance coverage to be in force throughout the term of the contract:

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. Professional Liability with minimum limits of $2,000,000 per occurrence / $2,000,000 aggregate, coverage shall be maintained for a period of two (2) years after completion of services with a retroactive date at least back to the Effective Date.

4. Cyber Insurance - Contractor shall procure and maintain Cyber Liability Insurance, with limits not less than $5,000,000 per occurrence or claim, $5,000,000 aggregate, for the duration of an awarded contract for claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in an awarded contract and shall include, but not limited to, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, County requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to County. If coverage is written on a claims made basis, then coverage shall be maintained for three (3) years after the termination of this an awarded contract.

Coverage shall be procured from an insurance company which carries a Best’s Policyholder rating of “A” or better and carries at least a Class “VIII” financial rating. Contractor shall provide certificate(s) of insurance confirming the required coverage on the standard Acord insurance certificate forms. Unless otherwise specified, County shall be included as an additional insured on a primary and noncontributory basis on all third-party coverages.

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.

B. Cybersecurity

1. Definitions:

“Information System”: A discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information, such as computer systems, network systems, and storage systems.

“County Data”: Any content, materials, data, and information that County users send, upload, or enter into the Contractor-provided licensed software and services, that is stored in County information systems accessed by the Contractor, or that County derives from its use of and stores in the Contractor provided licensed software and services.

“Personal Device”: Any non-county owned or non-contractor issued device, including but not limited to personal computers, tablets, mobile phones, USB drives or other electronic devices that can store, process, or transmit county Data and are not primarily used for business purposes.

“Prohibited Technology”: Any software, application, developer, hardware, equipment, or manufacturer listed on the Texas Department of Information Resources (DIR) Prohibited Technologies webpage located at: https://dir.texas.gov/information-security/covered-applications-and-prohibited-technologies,. Contractor is responsible for monitoring and ensuring compliance with any updates to this list.

2. Contractor shall apply basic safeguarding requirements and procedures to protect County Data and Contractor’s information systems whenever the information systems store, access, process, or transmit any County Data. These requirements and procedures shall include, at a minimum, the security control requirements “reflective of actions a prudent businessperson would employ” which are outlined in the Federal Acquisition Regulations FAR 52.204-21(b) and codified in the Code of Federal Regulations at 48 C.F.R.

§ 52.204-21(b) (2016).

3. Contractor represents and warrants that neither contractor, its employees, nor subcontractors shall use Personal Devices for accessing, processing, storing, or transmitting county data or systems. Contractor shall prohibit its employees and contract workers from using any device that contains, accesses, or consists of any Prohibited Technology for handling, interacting with, or connecting to county networks, applications, or Information Systems. Contractor shall implement a written policy banning Prohibited Technology and present a copy to county within thirty (30) days of the execution of this Contract and within ten (10) days after any amendment to contractor’s Prohibited Technology policy.

4. Contractor shall maintain appropriate access controls to County Data and County

Information Systems and adhere to the principle of least privilege, including limiting access to County Data and County Information Systems only to personnel who require such access in order for Contractor to provide Services to County or to exercise Contractor’s rights or perform Contractor’s obligations under an awarded contract.

5. Contractor shall enable, maintain, and monitor appropriate logging and auditing functionality on its information systems to identify and report on malicious activity and anomalous events. Contractor shall log all access to County Data and provide the logs to County upon request. Logging shall follow NIST SP 800-92 guidelines.

6. Contractor shall maintain supported versions and apply security patches in a timely manner to its information systems, including all hardware, operating systems, and software utilized in the delivery or support of an awarded contract. In the event Contractor is unable to do so, Contractor shall provide a Plan of Action including timelines, possible compensating controls, and detailed explanations to County. All Contractor computer systems used in the delivery and support of services shall contain software that protects the systems from being infected by viruses and malware. The software shall be actively managed and routinely updated by Contractor.

7. Contractor (including all officers, employees, agents, and subcontractors of

Contractor with access to County computer systems or data) shall be required to complete a cybersecurity training program certified by the Texas Department of Information Resources (DIR) under Texas Government Code § 2054.519 (or a cybersecurity training program with equivalent or greater requirements) at least annually during each year of the initial term and any renewal terms of an awarded contract. Any Contractor officers, employees, agents, or subcontractors with access to County computer systems or data that does not meet this requirement as of the execution date of an awarded contract shall be required to complete the training either a) within the first three months of the initial term of an awarded contract or b) before granting access to County computer systems or data if access is required after the first three months of the initial term of an awarded contract.

8. All County Data shall be stored and transmitted solely within secure data centers, computer systems, and networks within the United States of America.

9. Contractor agrees that in the event Contractor becomes aware of the occurrence of a breach of security with respect to County Data, Contractor shall immediately notify the County in writing, of the breach, the extent of the breach, and possible consequences of the breach. Contractor agrees to provide appropriate and timely support for computer forensic investigations and analysis as necessary.

10. Contractor shall include the substance of this cybersecurity section in subcontracts under an awarded contract (including subcontracts for the acquisition of commercial items other than commercially available off-the-shelf items) in which a subcontractor may have access to County computer systems or databases or in which a subcontractor may have County Data residing in or transiting through its information systems.

11. Contractor shall acquire the services of a reputable third party to perform security audits annually and provide assessment reports to the County upon request.

12. If the Contractor requires remote access to County information systems, the Contractor shall utilize remote access solutions provided or approved by the County IT Security Officer.

13. If the Contractor collects credit card payments in the performance of its services, the Contractor shall annually provide an Attestation of Compliance with PCCI-DSS to the County upon request.

14. Contractor shall annually provide to County an Attestation of Compliance with the requirements in of the Cybersecurity section upon request, including insurance certificates and security assessment reports, upon request.

15. Contractor shall reasonably participate in discussions and remediation efforts with County regarding cybersecurity risks and concerns.

16. Contractor shall provide proof of HIPAA compliance to County and execute a separate Business Associate Agreement (BAA) with County. Contractor shall treat all protected health information (PHI) in accordance with the 1996 Health Insurance Portability and Accountability Act (“HIPAA”) and the regulations promulgated there-under. Contractor shall provide proof of compliance with all applicable aspects of the Privacy, Security, Breach Notification, and Enforcement Rules codified at 45 CFR Part 160 and Part 164 (“HIPAA Rules”). If contractor is not considered to be a “health care provider” and/or “covered entity” under HIPAA. 45 CFR 160.103, a separate Business Associate Agreement with the County shall be executed.

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

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

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

EXHIBIT A

ELECTRONIC SUBMISSION

INSTRUCTIONS

EXHIBIT B

PAPER SUBMISSION

INSTRUCTIONS