FULL-SERVICE DEPUTY AGREEMENT

This Full-Service Deputy License Agreement is entered into by and between the Denton County Tax Assessor-Collector, by and through Denton County, Texas, a political subdivision of the State of Texas, (hereinafter “County” or “DCTAC”) and [company name] (hereinafter “[company name abbreviation, for template purposes “ABC”]”).

WHEREAS, a county Tax Assessor-Collector may, with commissioners court approval, deputize a person to act as a “full-service deputy” under 43 Tex. Admin. Code § 217.163 (hereinafter “Full-Service Deputy”) in the same manner and with the same authority as though done in the office of the county tax assessor-collector; and

WHEREAS, the public will benefit if ABC is deputized by the Denton County Tax Assessor-

Collector to serve as a full service deputy in accordance with all applicable provisions of Texas Administrative Code Title 43, Chapter 217.; and

WHEREAS, effective July 1, 2025, House Bill 718 required all licensed dealers in Texas use the TxDMV webDEALER system to electronically process title and registration for vehicle sales.

WHEREAS, In 2019, the Texas legislature established contracting standards for all tax assessor-collectors for relationships with their full-service deputies in the Texas Transportation Code Section

520.0075 and audit standards related to registration and titling service in Texas Transportation Code Sections 520.010 and 520.011. This contract has been solicited and entered in compliance with these standards;

NOW THEREFORE, for value received and consideration of the covenants, conditions and premises herein contained, the parties hereto agree as follows:

ABC RESPONSIBILITIES

1. This Agreement is between the Denton County Tax Assessor-Collector (DCTAC), by and through Denton County, Texas (County). This Agreement is entered into pursuant to Section 217.163 of Title 43 of the Texas Administrative Code, which authorizes a county Tax Assessor-Collector to deputize a person as a “full service deputy” to perform certain motor vehicle titling and registration services.

Throughout this Agreement, the following terms shall have the following meanings:

i. The terms “DCTAC” and “County” both refer to party Denton County, with “DCTAC” being used to specifically identify the Denton County Tax Assessor-Collector.

ii. The term “FSD Services” means the registration, registration renewal and title services that a full service deputy is authorized to perform under Section 217.163 of Title 43 of the Texas Administration Code.

iii. The term “Inventory” means registration receipt paper, RTS receipt paper, license plates, and handicap placards needed for issuance of titles or stickers.

iv. The term “Leased Equipment” means Basic Workstations for RTS that the DCTAC leases from the TxDMV, which Workstations include all standard items for full functionality in a normal environment and each consist of a monitor, CPU, keyboard, mouse, printer, software, support, TxDMV-provided network equipment, and cash drawer, if necessary.

v. The term “Prescribed Taxes and Fees” means all taxes and fees that a Tax Assessor-Collector is required to charge and collect under the Texas Transportation Code, the Texas

Administrative Code and any other applicable Texas statute or rule/regulation in performing services related to the application and issuance of motor vehicle titles, registrations and registration renewals.

vi. The term “Place of Business” means the physical location identified in Section 3 herein.

vii. The term “RTS” means the TxDMV’s automated motor vehicle registration and titling system.

viii. The term “TxDMV” means the Texas Department of Motor Vehicles.

ix. The term “WebDEALER” means the automated system provided by TxDMV that requires dealers to process qualifying vehicle title applications and new vehicle registrations online.

2. Compliance. If any law, rule, regulation, procedure, policy or requirement described in this Agreement is revised or amended after the date this Agreement becomes effective, the references to it in this Agreement shall be deemed to refer to the amended version. In performing the services of a full service deputy under this Agreement, ABC shall comply with all of the requirements, terms and conditions set forth in this Agreement, and with all of the following:

i. all provisions of Texas law, including but not limited to Title 43, Chapter 217 of the Texas

Administrative Code and Title 7 of the Texas Transportation Code;

ii. all rules, regulations, policies, procedures and other requirements of the Texas Department of Motor Vehicles and the Texas Comptroller of Public Accounts that are applicable to or associated with the performance of FSB Services;

iii. the TxDMV Addendum outlining the terms and conditions of a full service deputy’s access to and use of RTS, which TxDMV Addendum is described in 43 TAC 217.163(k), must be signed by ABC as provided therein, and is hereby fully incorporated into this Agreement by reference as if set forth verbatim herein; and

iv. All written procedures established by the DCTAC as well as any additional obligations or requirements imposed by the DCTAC beyond those set forth in the Texas Administrative Code and this Agreement.

3. Subject to ABC’s compliance with the terms and conditions set forth in this Agreement, the DCTAC shall deputize, as described herein, ABC to act as a full service deputy with the same authority as the Tax Assessor-Collector for the purposes of providing motor vehicle titling, registration and registration renewal services as provided in 43 TAC Sec. 217.163 (FSB Services). DCTAC’s deputization of ABC under this Agreement shall consist of its deputization of ABC Personnel as “Receiving Deputies” under Article III herein. ABC acknowledges and agrees that all acts performed by such Personnel as ABC’s Receiving Deputies under this Agreement shall be performed at the sole direction of and under the sole control and supervision of ABC and are the acts of ABC. As a full service deputy, ABC shall offer and provide, at the physical location identified below during the Business Hours identified below, FSB Services to the general public and shall accept any application for FSB Services that the DCTAC would accept and process, unless otherwise limited by the DCTAC.

Physical Location (Place of Business):

[address of location where services are to be performed]

Phone Number: [phone number]

Business Hours: [business hours]

Mailing Address: [mailing address]

Email Address for communications/notices emailed to ABC:

ABC’s authority to act as a full-service deputy under this Agreement is restricted to the single location identified in this Section 3. ABC shall not provide any FSB Services at or from any other physical location. ABC shall not access the RTS system except at the physical location identified in this paragraph.

4. Surety Bond. ABC shall have no authority to perform FSB Services under this Agreement until it has posted and delivered to DCTAC the bond required in this Section 4.

4.1 ABC shall deliver to the DCTAC, in a form acceptable to the DCTAC, a valid surety bond in the amount of $100,000. The bond shall be payable to “Dawn Waye, Denton County Tax Assessor- Collector” and conditioned on ABC’s proper collection, accounting and remittance of the taxes and fees collected by ABC as a full service deputy under this Agreement and on ABC’s compliance with all specifications and requirements of TxDMV associated with ABC’s use of RTS. The bond shall be for a minimum initial period of one year, and ABC shall renew the bond and provide proof of such renewal to the DCTAC no later than fifteen (15) days prior to the expiration date thereof for as long as this Agreement is in effect. Failure to maintain the bond in full force and effect shall constitute a breach of this Agreement. ABC shall be entitled to process titles and to issue registration stickers under this Agreement with a value equal to or less than $100,000. If ABC provides a new bond under Section 4.4 herein, ABC shall be entitled to process titles and issue stickers with a value equal to or less than the amount of that new bond.

4.2 If ABC fails to properly account for or remit any of the taxes and fees ABC owes in performance of any of its duties or responsibilities related to this Agreement, or fails to comply with any of the specifications and requirements of TxDMV associated with ABC’s use of RTS, the DCTAC is entitled to collect on the bond and apply the proceeds from the bond against actual damages incurred by DCTAC or any of their agents, employees, or public officials. If this Agreement is terminated by DCTAC for breach by the ABC and ABC fails to return any Inventory, Leased Equipment, or funds due within twenty four (24) hours after receipt of the notice of termination of this Agreement, the DCTAC is entitled to retain the entire proceeds of the surety bond as liquidated damages, and to seek recovery of any additional actual damages. Both parties acknowledge and agree that such amount of liquidated damages is not a penalty and is reasonable at the time of entering this Agreement, as the amount of liquidated damages or other damages for any such breach are difficult to calculate, and that such amount of liquidated damages shall be reasonable upon any such breach.

4.3 In the event the bond provided by ABC under this Section 4 expires or is cancelled during the term of this agreement, ABC shall:

i. immediately provide written notice of the expiration or cancellation to the DCTAC; and

ii. immediately cease performance of all registration, registration renewal and title services

(FSB Services) under this Agreement.

4.4 At its sole discretion, the DCTAC may increase the bond amount at any time as the DCTAC deems appropriate to ensure sufficient coverage for the volume of transactions. DCTAC shall inform ABC in writing of a bond increase. ABC shall post a new bond, in the amount set by the DCTAC, no later than five (5) business days after delivery of the DCTAC’s notice. ABC’s authority to act as a full service deputy under this Agreement shall cease immediately if ABC fails to post the new bond within this time period, and shall not resume until the new bond has been posted.

5. Deputies/Deputization. In this Section 5:

iii. the term “Owner” shall mean an owner of ABC whose ownership interest is greater than 50%.

ii. the term “Personnel” shall mean only employees or Owners of ABC;

iii. the term “deputized” shall mean deputized as a Receiving Deputy under this Section 5.

5.1 ABC shall not allow any person who is not an employee or Owner of ABC to perform or assist in the performance FSB Services under this Agreement or to supervise or oversee said performance. ABC shall not permit any ABC Owner or employee to process or to assist in any way with the processing of registrations, registration renewals or titles under this Agreement or to supervise or oversee said processing unless the Owner or employee has been deputized by the DCTAC as a Receiving Deputy as provided in this Section 5 and has met all the requirements for said deputization as provided in this Section 5.

5.2 Designation/Background Check/Approval for Training. ABC shall designate one or more ABC

Personnel to be approved and deputized by the DCTAC to act on ABC’s behalf as Receiving Deputies for DCTAC under this Agreement. For each person that ABC wishes to designate for approval and deputization as a ABC Receiving Deputy under this Agreement, ABC shall email DCTAC, at Dawn.Waye@dentoncounty.gov, a written designation request that includes a fully executed and notarized Background Check Disclosure and Authorization form (“BCDA form”), which form is attached and incorporated herein as Exhibit A. Upon receipt of such request and fully executed and notarized BCDA form, DCTAC shall conduct a background check on the designated person. ABC shall reimburse DCTAC for the cost of all such background checks.

DCTAC shall notify ABC via the email address identified in Section 2 herein, as to whether the designated person is approved for Pre-Deputization Training. Prior to Deputization, those approved must complete all Pre-Deputization Training.

5.3 Pre-Deputization Training. DCTAC shall determine what training must be completed prior to deputization, which training shall include but is not limited to any training (e.g., Cyber Security Awareness Training) that TxDMV requires prior to RTS and/or webDEALER access. ABC is responsible for ensuring that ABC Personnel approved for Pre-Deputization Training under Section 5.2 complete all training required by DCTAC and obtain certification of such completion.

ABC shall email DCTAC a copy of each completion certificate. ABC is responsible for and shall pay all fees and costs of training. ABC shall maintain all records of completed training for as long as this Agreement is in effect, and make such records available to DCTAC upon request.

5.4 Deputization. Following receipt of all required training completion certificate(s), DCTAC shall complete and execute the notarized written “Receiving Deputy Appointment” section of the DCTAC’s deputization form, which form is attached herein as Exhibit B. The named person need not be present for the DCTAC to execute the Appointment section of the form. Upon completion of the Appointment section of the form, DCTAC shall make and send, to the email address listed in Section 2 herein, a copy of the form (with completed/executed Appointment section and Oath of Office Section to be completed) to ABC for completion. To complete the deputization, ABC must print the form on paper and arrange for the named ABC Owner or employee to take, before a notary, the oath set forth in the Oath of Office section of the form and to complete/execute said form. Upon the named person’s completion/execution of the notarized Oath of Office section, ABC shall make a copy of the fully completed form for its records and email a copy to Dawn.Waye@dentoncounty.gov. ABC shall also deliver to DCTAC the fully completed paper form bearing the named person’s original notarized Oath of Office.

5.5 Receiving Deputy Liaison. Prior to processing any registrations, registration renewals or titles under this Agreement, ABC shall email DCTAC, at Dawn.Waye@dentoncounty.gov, the name, ABC email and ABC phone number of at least one Receiving Deputy that ABC wishes to designate as ABC’s Receiving Deputy Liaison. Upon DCTAC’s written approval of said request, which approval shall not be unreasonably withheld, the named Deputy(ies) shall be so designated.

mailto:Dawn.Waye@dentoncounty.gov

DCTAC shall deliver such written approval to ABC via email to the address listed in Section 2 herein. ABC shall permit only the person(s) designated by ABC and approved by DCTAC as a Receiving Deputy Liaison(s) to:

i. receive deliveries of Inventory from DCTAC;

ii. deliver reports to DCTAC under Section 11 herein (unless a certified commercial carrier is used, only the Receiving Deputy Liaison may deliver the reports);

iii. submit RTS user access requests for Receiving Deputies and submit requests for changes to Receiving Deputy user accounts (e.g., password changes, account cancellation upon Receiving Deputy separation from ABC);

iv. approve any dealer title transactions uploaded by ABC Receiving Deputies into the webDEALER system; and

v. set, in TxDMV’s webDEALER system, the login credentials for each Receiving Deputy that ABC directs to upload ABC dealer title transactions into the webDEALER system; and

5.6 Notice of Deputy Separation. In the event a deputized Receiving Deputy ceases to be an employee or owner of ABC or ceases to perform the services of a ABC Receiving Deputy under this Agreement, ABC shall notify the DCTAC, by email to Dawn.Waye@dentoncounty.gov, by close of business on the day the employment, ownership or performance ceases, or within four business hours on the following day if termination of employment occurs outside of business hours, so that DCTAC may terminate the former Receiving Deputy’s access to RTS and/or webDEALER, if applicable. To provide said notice, ABC shall use the NOTICE REGARDING STATUS OF FULL SERVICE DEPUTY EMPLOYEE form, which form is attached and incorporated herein as Exhibit C. Failure of ABC to provide the information required in this paragraph shall constitute a breach of the obligations to be performed by ABC under this Agreement.

5.7 Annual & Other Ongoing Training.

5.7.1 Annual Cyber Security Awareness Training. ABC shall ensure that Receiving Deputies timely complete the annual Cyber Security and Awareness Training required by TxDMV.

ABC is responsible for and shall pay all costs of said training. Upon completion of said training by a Receiving Deputy, ABC shall email a copy of the completion certificate to DCTAC at Dawn.Waye@dentoncounty.gov. ABC shall retain all completion certificates for as long as this Agreement is in effect.

5.7.2 Retraining. DCTAC may, in its sole discretion, require retraining in the event of changes to the applicable statutes, rules and regulations. In that event, DCTAC shall determine what update training must be completed by ABC Receiving Deputies. ABC is responsible for ensuring that ABC Receiving Deputies complete and obtain certification of completion of any such required training. ABC is responsible for and shall pay all fees and costs of refresher training. ABC shall maintain all records of training completed for as long as this Agreement is in effect, and make such records available to DCTAC upon request. Failure to complete required retraining shall result in suspension or termination of deputization.

5.7.3 Update Training. In the event of suspension by TxDMV of a Receiving Deputy’s access to RTS and/or webDealer, DCTAC may, in its sole discretion, require refresher training as needed to restore Receiving Deputy access. In that event, DCTAC shall determine what refresher training must be completed by the suspended Deputy. In that event, ABC shall be responsible for ensuring that the suspended Deputy completes the training and for paying all fees and costs thereof. ABC shall maintain all records of training completed for as long as this Agreement is in effect, and make such records available to DCTAC upon request.

6. Leased Equipment. In the event of any conflict between the provisions of this Section 6 and the

TxDMV Addendum, the TxDMV Addendum shall control.

6.1 Equipment to be Provided/Cost. ABC will be provided with Leased Equipment consisting of 1

Basic Workstation and with 1 cable drop for said Workstation. Equipment owner TxDMV will perform Implementation. Implementation consists of the installation of the Leased Equipment at ABC’s Place of Business and the provision and installation of all related network equipment, such as routers and modems, necessary for its implementation.

6.1.2 Lease and Service Fees/Costs. Each state fiscal year, equipment owner TxDMV sets fees for the Leased Equipment as well as certain related service fees (the “Pre-Set” fees).

TxDMV provides 60 days’ notice of changes to these fees. The only Pre-Set Implementation service cost the “Workstation cable drop” fee. All other Implementation service costs are not covered/included in the Pre-Set fees, since the costs associated with each implementation are unique. ABC shall remit, as described in this Section 6.1.2, all annual Lease fees and all fees and costs associated with Implementation, including equipment costs for the network equipment provided and installed by TxDMV, which fees shall consist of:

i. for each RTS Workstation at the Place of Business, the annual “Basic RTS

Workstation” fee;

ii. the annual “T1 Circuit Line Cost”; and

iii. all Implementation service and equipment fees/costs that are invoiced by TxDMV to DCTAC following Implementation (including, if applicable, the Pre-Set Workstation cable drop fee for each Workstation cable drop).

TxDMV will obtain quotes for the Implementation and, once all quotes have been completed, provide DCTAC with the estimated costs for all services and network equipment. Implementation costs once all quotes After obtaining quotes for ABC’s Implementation, TxDMV will perform obtain quotes for ABC’s Implementation and inform DCTAC as to the cost of implementation after all such quotes have been obtained.

ABC shall remit to DCTAC all such implementation costs.

TxDMV will invoice DCTAC after installation of the Leased Equipment is complete. The invoice will be for the annual rental fees, pro-rated for the remainder of the calendar year ending December 31, the service fees. and implementation costs. The annual rental and service fees anticipated to be applicable at that time are shown in the tables below. In the event new rental/service fees go into effect prior to installation, the new fees shall apply.

After receipt of the TxDMV invoice, DCTAC will invoice ABC for the full amount of the rental, service and implementation fees in TxDMVs invoice to DCTAC. ABC shall pay the full invoiced amount to DCTAC within 30 days after ABC’s receipt of the invoice. In January of the year following installation, DCTAC will invoice ABC for that year’s annual fees. ABC shall pay DCTAC the full amount of the invoice within 30 days after ABC’s receipt of the invoice. Failure by ABC to timely pay invoiced rental, service and implementation costs shall constitute default, and DCTAC may utilize the bond to recoup all such amounts owed, among any other rights hereunder or at law that DCTAC may have.

Anticipated* Service Fees at time of installation

Cable Drop, if needed $[fill in applicable fee] per Work Station

Anticipated* Annual Rental Fees at time of installation Basic RTS Work Station for RTS (needed peripherals included)

$[fill in applicable fee] per Work Station

One T1 Circuit Line $[fill in applicable fee]

* In the event new fees go into effect prior to installation, the new fees will apply.

6.2 Review of Written Materials. Prior to installation of the Leased Equipment, ABC shall review all written materials provided by DCTAC that pertain to Leased Equipment and RTS and webDEALER systems, including but limited to all instructions and manuals pertaining to TxDMV or DCTAC use and reporting requirements.

6.3 Authorization to Commence Use. ABC may not use the Leased Equipment until both TxDMV and DCTAC have provided written authorization to commence use. Until ABC receives from the DCTAC both the DCTAC’s authorization to commence use and TxDMV’s written authorization to commence use, ABC shall not shall not connect, access, or attempt connect or access any other automated systems with the Leased Equipment. Attachment or installation of any software or equipment to the RTS or the Leased Equipment before receiving written approval from TxDMV is expressly and specifically prohibited. Any entry into the Leased Equipment for any reason, even attempts to repair hardware or load software, before receiving written approval is expressly and specifically prohibited.

6.4 Electrical Specifications. Before installation, ABC must meet the minimum electrical specifications of TxDMV for operation of the Leased Equipment and must maintain these minimum electrical specifications as long as this Agreement continues. ABC is responsible for all costs associated with meeting and maintaining these specifications and for all electrical power costs associated with the operation of the Leased Equipment. ABC must keep the Leased Equipment operational at all times, 24 hours a day, 7 days a week unless TxDMV instructs the ABC or the Tax Assessor-Collector otherwise.

6.5 Restricted Use. ABC shall use the Leased Equipment solely to conduct the RTS transactions authorized under this Agreement. ABC shall not utilize any other equipment to conduct/process such transactions.

6.6 Security. ABC is responsible for the security and protection of Leased Equipment in its possession. ABC is further responsible for preventing unauthorized use or duplication of software licensed by TxDMV and installed on the Leased Equipment in its possession. ABC shall take all measures necessary to ensure that Leased Equipment kept securely at all times at ABC’s Place of Business. ABC shall not allow any ABC Owner or employee to access to Leased Equipment unless that Owner or employee has been deputized as a Receiving Deputy under Section 5 herein.

ABC shall not and shall permit no other person to connect, install, or use any unauthorized hardware or software on the Leased Equipment, including but not limited to UABCs, charging cables, or UABC powered devices. ABC assumes full risk of loss or damage to the Leased Equipment in its possession and all liability resulting from the improper use thereof.

6.7 Insurance. ABC shall insure all Leased Equipment provided to it under this Agreement through a commercial policy in the event of damage, fire, theft, naming the Denton County Tax Assessor- Collector and the Texas Department of Transportation as additionally insured.

6.8 Removal of Leased Equipment. ABC may request removal of the Leased Equipment in writing to DCTAC. In that event, ABC and DCTAC shall arrange a mutually agreeable time for DCTAC to remove the equipment, which time shall be no later than 45 days after DCTAC’s receipt of the removal request. ABC understands and agrees that it forfeits the pro-rated portion of annual rental fees not yet incurred at the time of removal.

6.9 Disconnection. ABC shall not unplug or disconnect any Leased Equipment or any component thereof or move it in a way that necessitates or results in such disconnection. If ABC wishes to move the equipment within its Place of Business, ABC shall send a written request to disconnect, move and reconnect the equipment to DCTAC. ABC shall not disconnect/move the equipment except as specifically authorized in writing by the DCTAC.

6.10 Request for Additional Equipment. ABC may request additional Leased Equipment by written request to the DCTAC that identifies the type and quantity of requested additional equipment.

Additional Equipment will only be provided to ABC following the approval and execution by ABC and by DCTAC, by and through Denton County Commissioners Court, of a written amendment to this Agreement in which ABC agrees to pay the applicable service and rental fees for the additional equipment.

6.11 Ownership/Right of Access. The TxDMV retains ownership and title to the Leased Equipment and may perform a physical inventory of the Leased Equipment at ABC’s place of business during business hours. TxDMV may replace the Leased Equipment during ABC’s business hours. ABC must identify Leased Equipment in its possession as owned by TxDMV in its inventory records.

6.12 Programming/Support. The TxDMV performs all programming needed to develop and support RTS. TxDMV provides ongoing basic maintenance support for the RTS software on the Leased Equipment. Only TxDMV, including its authorized vendors/contractors, may perform or any programming, updates, software changes or maintenance to the Leased Equipment. ABC shall not perform and shall allow no other person to perform any programming, updates, software changes, or maintenance to RTS or the Leased Equipment.

6.13 Hardware Maintenance. The Leased Equipment is covered by a maintenance contract through TxDMV. This maintenance contract provides technical maintenance support for the Leased Equipment. TxDMV provides for timely repair or replacement of Leased Equipment as provided through the hardware equipment contract for the Leased Equipment.

6.14 Repair/Replacement/Service Costs. TxDMV electronically monitors the Leased Equipment and electronically removes any unauthorized software that it detects on the Leased Equipment. ABC is responsible for and shall pay in full to DCTAC, no later than 30 days after receipt of an invoice for them:

i. if Leased Equipment is damaged while in ABC's possession, all costs of repair as determined by TxDMV's contracted equipment maintenance service vendor;

ii. if any Leased Equipment is lost while in ABC’s possession, the cost to replace the equipment with equivalent through the TxDMV contract at the time of the loss;

iii. all service costs resulting from the installation of unauthorized software or unauthorized hardware on the Leased Equipment while in ABC’s possession.

7. Inventory. DCTAC will supply ABC with Inventory as needed to perform its obligations under this

Agreement and to the extent that the combined value of Inventory, funds, and Leased Equipment in the possession or control of ABC does not exceed the value of ABC’s surety bond and so long as the bond remains valid and intact. DCTAC’s determination as to what quantities of Inventory to provide to ABC will be calculated based on the number of stickers and plates issued during the previous reporting period and the estimated average value of each transaction.

7.1 Use/Security. ABC is fully responsible for the safekeeping and proper use and maintenance of all Inventory provided to it under this Agreement. ABC shall exercise proper care and control to ensure that Inventory is kept at all times in a secure location as ABC’s Place of Business and is not lost, stolen, misused or damaged. ABC shall permit no access to the Inventory other than by authorized ABC Receiving Deputies.

7.2 Receipt of Delivery. The DCTAC will deliver Inventory only to a ABC Receiving Deputy who has been designated and approved as a ABC Receiving Deputy Liaison under Section 5 herein, and only at the DCTAC’s main office in Denton. ABC shall permit no person other a ABC Receiving Deputy Liaison to accept delivery of Inventory or to count and verify the contents of the delivery.

7.3 Lost Inventory. Any Inventory that is lost after delivery by DCTAC shall be reported in writing to the DCTAC within 24 hours of the discovery of the loss by any ABC personnel. ABC shall include in the notice a description of all lost items, including the sticker numbers of any lost stickers, and a notarized affidavit executed by a ABC Owner describing the circumstances under which the items were lost or misplaced and by whom.

8. Prescribed Fees and Taxes. ABC shall charge, collect and remit to DCTAC all Prescribed Taxes and

Fees for each registration, registration renewal and title transaction processed.

8.1 Collection – Form of Payment. ABC shall receive customer payments only by ACH payable from the customer's account to the Tax Assessor-Collector's account. ABC shall not accept any customer payments in cash, nor shall it accept any such payments by check or by credit card or in any other form besides ACH payable from the customer’s account to the DCTAC’s account.

8.2 Remission to DCTAC. Before the end of each day on which any transactions are performed, ABC shall remit in full all Prescribed Fees and Taxes from that day’s transactions to the DCTAC.

ABC may remit such payments only as follows:

i. ACH. DCTAC’s preferred method of payment is through Automated Clearing House

(ACH) transactions from the accounts of ABC customers.

ii. Checks. ABC may provide checks in payment fees, if checks are made payable to

“Dawn Waye, Denton County Tax Assessor-Collector.”

iii. Cash. ABC may pay with cash in United States dollars delivered to the DCTAC at the

DCTAC main office at 1505 E. McKinney Street, Denton, Texas, 76209.

iv. Credit Card. If ABC pays by credit card, ABC shall pay a transaction fee based on the amount of the payment. This transaction fee is 3% of the payment with a minimum transaction fee of $3.00.

8.2.1 Processing and Handling Fees. For Processing and Handling fees charged and collected pursuant to 43 TAC § 217.181-185 (Subchapter I of Ch. 217), ABC may retain the portion of each such fee that a full service deputy is authorized to retain under 43 TAC § 217.168(c)(1)(A), except that if the fee was collected on a transaction described in § 217.168(d), ABC may retain the portion that a full service deputy is authorized to retain under § 217.185(d).

9. Deputy Fees. In addition to the Processing and Handling fee amounts that ABC may retain under

Section 8.2.1 herein, ABC may charge, collect and retain the fees described in this Section 9:

9.1 Convenience Fee. ABC may charge the convenience fee that a full service deputy is authorized to charge under 43 TAC § 217.168(c)(1)(B); and

9.2 Title Transaction Fee. Following the Denton County Tax Assessor-Collector’s signed, written approval of the per transaction fee amount, which approval must be obtained by the process described in this Section 9.2, ABC may charge, collect and retain the title transaction fee that a full service deputy is authorized to charge under 43 TAC 217.168(b)(1). To request DCTAC approval of the title transaction fee, ABC shall identify in writing to the DCTAC the amount per title transaction that ABC proposes to charge, which amount shall not exceed the maximum amount set forth in 217.168(b)(1)(A). After receipt of ABC’s request, DCTAC will review the request and notify ABC, by email to the address listed in Section 3 herein, if the proposed fee amount is approved. Upon receipt of the Denton County Tax Assessor-Collector’s signed, written approval to set the fee at the proposed amount, ABC may commence charging and collecting the approved fee. The DCTAC’s signed, written approval may be delivered to ABC electronically at the email address listed in Section 3 herein. ABC shall charge and collect the approved fee amount on each and every title transaction, including each and every title transaction processed through webDEALER. For each title transaction submitted through webDEALER, ABC shall designate the approved title transaction fee amount in RTS.

10. Non-Deputy Fees. Following execution of this Agreement by the parties hereto, ABC may request

DCTAC approval to charge, collect and retain, in accordance with 43 TAC § 217.168(f), fees for services ABC performs that are related to titles and registrations, but are not transactions that must be performed through RTS (the “Non-Deputy Fees”). To request such approval, ABC must submit to DCTAC a written request for approval that lists the proposed Non-Deputy fees, which list shall identify the specific service for which each fee is proposed, as well as each proposed fee amount. After receipt of such a request, DCTAC will review the request and determine whether any of the proposed fees may be charged by ABC. If DCTAC elects to authorize any of the proposed fees, it will deliver to ABC, via the email address listed in Section 3 herein, a written response to ABC’s request that is signed by the Denton County Tax Assessor-Collector and that identifies which of the proposed Non-Deputy Fees, if any, ABC is approved to charge. Upon receipt of DCTAC’s written, signed response approving one or more of the proposed fees, ABC may commence charging and collecting only the Non-Deputy fees that the DCTAC’s written, signed response specifically identifies as approved.

11. Daily Reporting. ABC shall perform daily close-out procedures for each workstation where transactions were processed. The close-out procedures for each workstation must be reconciled to accurately reflect all payments and inventory transacted. Before the end of each day on which transactions are performed, ABC shall complete and deliver the following reports in the format provided through the RTS to the main office of the DCTAC. In completing such reports, ABC shall strictly comply with the DCTAC’s written instructions, including any such written instructions that the DCTAC may adopt and deliver to ABC after the execution of this Agreement. Delivery of the reports shall be made only by a ABC Receiving Deputy who has been designated and approved as a ABC Receiving Deputy Liaison under Section 5 herein or by a certified commercial courier:

i. Title Package Report (RTS. POS5911) – one for each work station;

ii. Substation Summary Payment Type Report (RTS. POS5921); and

vi. Substation Summary Fees (RTS. POS5922).

12. Transaction Time, Forms & Errors. In performing all for titling, registration, and registration renewal services (FSB Services) under this Agreement, ABC shall:

i. process all customer transactions within 72 hours of application receipt;

ii. ensure than no more than 10% of transactions performed on a given day must be voided or rejected due to ABC error; and

iii. use only forms and informational materials provided and approved by the TxDMV, the State

Comptroller or the DCTAC.

13. webDEALER Transactions. ABC shall process webDEALER transactions for Texas dealers in accordance with this Agreement (including all laws, rules, regulations, procedures and other requirements and obligations described in Section 2 herein).

13.1 Transaction Upload/Access Credentials. ABC shall obtain, as provided in Section 5.5(iv) herein, webDEALER login credentials for each ABC Receiving Deputy that it directs to upload dealer title transactions into webDEALER. ABC shall ensure that “FSD” is included as part of each Receiving Deputy’s username. ABC shall not use the RTS system to upload transaction in webDEALER.

13.2 Transaction Approval. ABC shall utilize the RTS system to approve webDEALER transactions uploaded by ABC Receiving Deputies. ABC shall allow no persons other than its approved Receiving Deputy Liaison(s) (see Section 5.5 herein) to access webDEALER through RTS and approve uploaded transactions. Transactions uploaded by a Receiving Deputy Liaison may only be approved by a different Receiving Deputy Liaison. ABC shall not permit a Receiving Deputy Liaison to upload transactions into webDEALER unless there is another Receiving Deputy Liaison present to authorize the transactions.

13.3 Review/Oversight/Audit Fee. ABC shall remit $5.00 per Title Transfer/webDealer transaction to the DCTAC for review, oversight and audit of such transactions. A report detailing such transactions, along with monies owed, shall be provided to the DCTAC by the 15th of the month for transactions processed the previous month.

14. Evidence of Financial Responsibility. ABC shall not issue motor vehicle registration license receipts/stickers to any applicant who fails to submit with the application for registration, registration renewal and/or title transfer evidence of financial responsibility that complies with Tex. Transp. Code Ann. §502.046 and in accordance with such written instructions as may be promulgated by the DCTAC and/or the TxDMV.

15. Accounting and Records. ABC shall keep a separate accounting of all taxes and fees collected and remitted to the DCTAC under this Agreement. ABC shall keep a separate accounting of non-deputy fees and shall provide copies of all itemized receipts to the DCTAC at the end of each business day.

ABC shall maintain a record of daily receipts in accordance with the DCTAC’s Generally Accepted Accounting Principles (GAAP) procedures and standards. ABC shall maintain a general ledger account entitled “Tax Collector's Fees and Disbursements” that shall contain tax receipts plus fees charged within its accounting records. This general ledger account shall be used only for recordation of DCTAC receipts and fees charged. ABC shall not record the receipt of any other funds in this ledger account.

All money collected by ABC and belonging to the DCTAC is considered to be held in trust for the DCTAC by ABC.

15.1 Errors. ABC shall correct all accounting errors within 24 hours of discovery of the error by any

ABC Personnel.

16. Records/Data Retention. ABC shall maintain accurate records of all registration, registration renewal and titling services (FSB Services) performed under this agreement. ABC shall make all records/data available to the DCTAC upon request, without delay. Records/data shall include, at a minimum, transaction date, customer name and address, legible copies of all documents presented for the transaction, and amounts of all monies paid. ABC shall also maintain the data for each Receiving Deputy’s transactions including:

RTS POS 5211 – Payment Report;

RTS POS 5241 - Fees Report;

RTS POS 5221 – Inventory Summary Report; and, County copy of the RTS receipts for the day.

The information shall be bundled and placed in a lidded storage box labeled with the Receiving Deputy’s name and the date range of transactions contained in the box. ABC shall secure the boxes in a restricted area. If there is sufficient space left in a box to accommodate a full day’s volume, the box may be temporarily taken from the restricted area for the purpose of placing the day’s work inside. ABC shall deliver boxes to the DCTAC no later than 3 months after the date of the last transaction inside the box. ABC shall keep the boxes secured in the restricted area until that time.

ABC must maintain all records relating to this Agreement in compliance with the State of Texas Records Retention Schedule as promulgated by the Texas State Library and Archives Commission.

17. Data Security. ABC shall implement administrative, physical, and technical safeguards to protect

DCTAC and its data that are no less rigorous than accepted industry practices and standards. All such safeguards shall be commercially available platforms to protect network and system infrastructure and comply with applicable federal and state privacy and data protection and privacy laws. ABC will ensure the proper security measures, such as locked doors, signage for restricted areas, etc., are in place and that all Leased Equipment and Inventory is, at all times, safeguarded by such measures. ABC will install physical barriers between the public and the workstations, install physical barriers and locks between the public and restricted areas, and take measures to ensure access to restricted areas is limited to authorized personnel only.

18. Surveillance Equipment. ABC shall acquire and install, at its sole expense, remote-viewing capable surveillance cameras and recording equipment inside ABC’s Place of Business. The cameras/equipment shall capture clear views of:

i. each RTS workstation and any ABC Personnel using the workstation;

ii. each area where customers are served including the customers being served and the ABC

Personnel serving them;

iii. the area in which Inventory is secured and the entry & exit to that area;

iv. the area where money is secured and the entry & exit to that area;

v. the customer lobby or waiting area; and

vi. outside and inside views of all entrances/exits to the premises.

ABC shall make the surveillance footage, both live and recorded, accessible to the DCTAC remotely through a secure link. Throughout the term of this Agreement, DCTAC may access the live or recorded footage at any time without notice of any kind to ABC, and may permit the State Comptroller, TxDMV, the Department of Public Safety, or any federal, state or local law enforcement agency to access the live or recorded footage.

19. Audit. ABC shall be subject to audit by the DCTAC, the Texas Department of Transportation, the

Comptroller of the State of Texas, or any certified public accountant designated by any one or more of the same, at any time during the normal business hours of ABC, at the place of business of DSSNT designated in Article I of this Agreement without prior notification or at any other time or place in Denton County, Texas. If the audit is to be conducted at any place other than the place of business of ABC designated in this Agreement, the Receiving Deputy of ABC shall be present and shall make available at the place of the audit all supplies or forms required upon 24 hours notification. ABC shall make available access to the facilities, data, Inventory, and Leased Equipment, and other equipment and inventory, related to this Agreement, without delay.

In the event that any audit report of ABC discloses that any funds, or other verification of compliance are missing or otherwise unaccounted for, the DCTAC shall be entitled to collect on the bond and apply the proceeds therefrom against the actual damages incurred by the DCTAC or any of its agents, employees or public officials.

20. Non-compliance. Within three (3) business days after it becomes aware of any incident of non-compliance with this Agreement, or any law or regulation affecting the same, ABC shall notify the DCTAC in writing. The notice shall include, at a minimum:

i. a detailed description of the incident,

ii. the names of the all ABC personnel who were involved with or witnessed the incident;

iii. a description of the corrective action taken;

iv. a description of actions implemented by ABC to reduce the risk of recurrence.

21. Signage. ABC shall post the sign inside of its Place of Business, at eye level, in a place that is clearly visible to all ABC customers. The sign shall be 42” inches high by 38” inches wide, and bear the following NOTICE, in lettering that is 1 ½” inches high and clear and legible:

NOTICE: ABC is a privately-owned business that performs certain title and registration services as described in 43 Texas Administrative Code, Chapter 217. ABC is not an office of nor is it operated by the Denton County Tax-Assessor Collector. For its preparation of titling and registration documents, ABC charges and keeps the additional service fees identified below. The same title and registration services that ABC provides may be obtained at all locations of the Denton County Tax Assessor-Collector, which performs those services without charging the additional service fees identified below. If you have any questions or comments in regard to the services performed by ABC, please call or visit any location of the Denton County Tax Assessor-Collector during business hours.

Directly underneath this notice, the sign shall list all fees charged for each service relating to titling or registration. The list shall specifically state each service, including the additional fee charged for that service, that is subject to subsections (b)(1), (c)(1), (d) or (e) or 43 TAC 217.168.

If ABC maintains a website offering titling or registration services, the information described in this section on its website.

22. Advertising. ABC shall obtain approval from the DCTAC for any planned advertising of the FSB

Services it performs under this Agreement. Failure to obtain approval prior to dissemination of advertising materials may require withdrawal, removal, and/or destruction of said advertising at the ABC’s expense. ABC will not develop advertising materials which contain the DCTAC or Denton County seal, that contain graphics or wording which may be confused as being produced by or associated with DCTAC/County, or that are deceptive or misleading to the public.

23. INDEMNIFICATION. ABC AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY

AND THE DALLAS COUNTY TAX ASSESSOR-COLLECTOR FROM AND AGAINST ANY

LIABILITY OR LOSS, INCLUDING CLAIMS, DEMANDS, CAUSES OF ACTION, THAT MAY

RESULT FROM THE ACTIONS, INACTIONS, WRONGFUL AND/OR NEGLIGENT CONDUCT

OF ABC OR ITS EMPLOYEES, OFFICERS OR AGENTS. THE REMEDIES PROVIDED BY

FORFEITURE OF THE PERFORMANCE BOND OR BY REDEMPTION OF THE LETTER OF

CREDIT ARE IN ADDITION TO ANY OTHER REMEDIES AT LAW OR EQUITY THAT THE

COUNTY MAY HAVE IN ORDER TO COLLECT MONEY BELONGING TO THE COUNTY

AND RECEIVED BY ABC.

24. Termination.

24.1 Voluntary Termination. Either party hereto may voluntarily terminate this contract upon 90 days written notice to the other party. On or before the effective date of the voluntary termination, ABC shall return to the DCTAC all outstanding accountable inventories, together with supplies and final report in a form to be promulgated in writing by the DCTAC. The DCTAC shall pay ABC for any outstanding amounts due within thirty (30) days.

24.2 Termination for Breach. Breach of any obligation of ABC under this Agreement, including all

Exhibits and Addenda thereto, shall constitute a breach of the entire Agreement and shall give the DCTAC the right to immediately terminate this agreement. The parties hereto agree that no breach by ABC shall be considered an insubstantial breach. Upon termination of this contract pursuant to this paragraph, the DCTAC shall notify ABC of the termination in writing, delivered in person to the receiving agent of ABC or mailed to ABC at the address set forth in this Agreement by certified mail, return receipt requested. If mailed, said notice shall be deemed received by ABC on the 3rd day after mailing. Within 24 hours after receipt of notice by ABC, ABC shall return all stickers, supplies, original documents, and fees owed to the DCTAC.

In the event this Agreement is terminated by DCTAC for breach by ABC and ABC fails to return all stickers, supplies, funds, original documents within 24 hours, the DCTAC shall be entitled to retain the entire proceeds of the bond, or, in the alternative, shall be entitled to seek recovery of its actual damages.

25. MISCELLENOUS TERMS AND CONDITIONS

25.1 Term. The term of this contract shall commence upon the receipt by the DCTAC of the ABC’s assumed name certificate, valid surety bond, letter of credit, insurance policy and deputation as Receiving Agent for ABC of at least one officer or employee of ABC, and shall continue in full force and effect thereafter until terminated by either party in accordance with the terms contained herein. Failure of ABC to provide the information required in this paragraph within thirty (30) calendar days of the date of the execution of this contract shall constitute a Breach of the obligations to be performed by ABC.

25.2 Governing Law/Venue. This Agreement shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Denton County, Texas.

25.3 Assignment. This Agreement may not be assigned by DSSNT.

25.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties and all prior agreements, written or oral are hereby superseded.

25.5 Amendment. This Agreement shall not be amended or modified, except in writing signed and approved by ABC, DCTAC and Denton County Commissioners Court.

25.6 Independent Contractor. ABC, including its employees, officers, owners, contractors or agents is an independent…