ESBD_513147_1778176486492_908-26-1778WS Texas Strategic Bitcoin Reserve.pdf

RFP 908-26-1778WS Texas Strategic Bitcoin Reserve Custody and Liquidity Services Page 1 of 72 CMD #26-8272VR Rev.11/6//25

KELLY HANCOCK

ACTING TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 908-26-1778WS) for

The Texas Strategic Bitcoin Reserve Custody and Liquidity Services

Anticipated Schedule of Events Date RFP Issuance: May 7, 2026 Written Questions Due: May 22, 2026 Response to Questions Post: May 29, 2026 Proposals Due: June 15, 2026 Contract Execution: August 28, 2026

Commencement of Work: August 31, 2026

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TABLE OF CONTENTS

PART I INTRODUCTION AND BACKGROUND

1.1 Introduction

1.2 Background

PART II SCOPE OF WORK

2.0 General

2.1 Definitions

PART III GENERAL PROVISIONS

3.1 Authority

3.2 Trust Company and Comptroller Rights

3.3 Respondent Obligations

3.4 Successful Respondent Obligations

3.5 Schedule of Events

3.6 Issuing Office

3.7 Submission of Questions

3.8 Deadline for Submission of Proposals

3.9 Confidential Information; Nondisclosure; Open Records

3.10 Media Releases

3.11 Non-exclusivity

3.12 Term of Contract; Sample Contract

3.13 Incorporation of Exhibits

PART IV PROPOSAL FORMAT

4.1 Introduction

4.2 Minimum Qualifications

PART V PROPOSAL EVALUATION AND SELECTION

5.1 Evaluation Process

5.2 Selection Criteria

5.3 Respondent’s Past Performance

5.4 Protest Procedures

EXHIBIT A SAMPLE CONTRACT

I. Recitals II. Authority III. Services IV. Personnel; Subcontractors V. Funding; Legislative Action

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VI. Evaluation and Written Acceptance VII. Payments VIII. Term and Termination IX. Confidentiality and Open Records X. Insurance

XI. INDEMNIFICATION

XIII. Dispute Resolution XIV. Property Rights XV. Representations, Warranties, and General Provisions XVI. Merger; Severability XVII. Signatories

ATTACHMENT A

ATTACHMENT B

ATTACHMENT C

ATTACHMENT D

ATTACHMENT E

ATTACHMENT F

ATTACHMENT G

EXHIBIT B EXECUTION OF PROPOSAL

EXHIBIT C CRIMINAL CONVICTION CERTIFICATION

EXHIBIT D NONDISCLOSURE AGREEMENT

EXHIBIT E CONFLICT OF INTEREST STATEMENT

EXHIBIT F CERTIFICATION REGARDING PUBLIC NATURE OF THE PROPOSAL

EXHIBIT G COST WORKSHEET

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PART I

INTRODUCTION AND BACKGROUND

1.1 Introduction

The Texas Comptroller of Public Accounts (Comptroller), on behalf of the Texas Treasury Safekeeping Trust Company (Trust Company), invites proposals from qualified persons or entities interested in providing custody and liquidity services for the Texas Strategic Bitcoin Reserve (Reserve) as described in this RFP (Services). Responses to this RFP (Proposals) may be submitted by any qualified person or entity (Respondent) able to provide the Services under the terms and conditions of this RFP. Respondent’s Proposal is a legal offer to contract based upon the terms, conditions, and specifications set forth in this RFP, including the Sample Contract (Exhibit A).

As a result of this RFP, the Trust Company intends to award and execute a contract with one or more Respondents (Successful Respondent) to perform the Services (Contract). The time and number of Contracts and all procedures relating to such Contracts are within the discretion of the Trust Company.

Trust Company expects to award a Contract to the highest-scoring Respondent as well as a Contract to a Secondary Service Provider, as defined in Section 2.1 (Definitions). Successful Respondent, as an independent contractor, shall provide Services, at its facilities and with its own personnel.

1.2 Background

In response to the enactment of Senate Bill 21 (the Texas Strategic Bitcoin Reserve and Investment Act, the “Act”) and Senate Bill 1 (the General Appropriations Act, the “GAA”) by the 89th Texas Legislature, the Trust Company on behalf of the Comptroller, seeks Proposals from Respondents to partner in creating and managing the Texas Strategic Bitcoin Reserve while incorporating industry best practices and security safeguards. The Reserve will provide the State of Texas with the capability to safely and securely acquire, custody, and exchange Bitcoin and other qualifying cryptocurrency and provide any related services that are needed to properly and efficiently meet the Act’s requirements. The Reserve must have a secure mechanism for accepting, maintaining custody, exchanging, withdrawing, liquidating, and transferring Bitcoin and other qualifying cryptocurrency assets held by the Trust Company for Comptroller and the State of Texas. On behalf of the Comptroller, the Trust Company will be responsible for establishing and managing the Reserve.

The Act establishes the Reserve as the first of its kind in the United States. Article IX, Section 18.38 of the GAA appropriates $10,000,000 to be deposited to the Reserve for the acquisition of Bitcoin in conjunction with the Act. The Reserve is a special fund outside the State Treasury; however, cash deposits intended for use by the Reserve may be invested with the state’s Treasury Pool until such time as cash is needed for the acquisition of Bitcoin or other qualifying cryptocurrency. On behalf of Comptroller, the Trust Company may contract with one or more third parties for the administration and/or management of the Reserve, and related services, including contracts with or for the following: a qualified custodian that employs secure custodial technologies, including cold storage or other secure technologies; and a qualified liquidity provider to facilitate the purchase and management of assets in the reserve.

No appropriations were included to cover the cost of establishing and maintaining the Reserve; however, the Act allows the Trust Company to sell Bitcoin or other cryptocurrencies in the Reserve to cover the reasonable costs associated with administering and managing the Reserve. Currently the $10,000,000 appropriated for the Reserve has been used to acquire iShares Bitcoin Trust EFT (IBIT), the iShares Bitcoin ETF as an interim measure before transitioning to direct Bitcoin custody.

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As such, the Trust Company, seeks Proposals to provide the Services contemplated in the Act, and as further described in this RFP, from qualified Respondents to establish and implement the requirements of the Reserve in a secure, yet cost-efficient manner for the State of Texas.

PART II

SCOPE OF WORK

2.0 General

The Trust Company is prepared to award a Contract to Successful Respondent to provide the Services.

Successful Respondent must meet the Minimum Qualifications listed in Section 4.2 of the RFP in order to be considered for Contract award. Respondents must provide a Preliminary Work Plan meeting the specifications found in Section 4.2H of the RFP in order to stand up the Reserve no more than sixty (60) days after contract execution. The Trust Company will request desired changes to the Successful Respondent’s Preliminary Work Plan as part of contract negotiations and the agreed Final Work Plan will be incorporated into the Contract. The Trust Company intends for the Services to be provided primarily by remote means. However, from time to time, in-person meetings and services may be requested. All travel-related expenses shall be included as part of Respondent’s Cost Worksheet, Price Sheet 1.

If, during the term of the Contract, the Trust Company desires to expand the services to include investment advisory services or is obligated to undertake additional Legislative mandates relating to the Reserve, the Trust Company and Successful Respondent shall attempt to negotiate in good-faith an amendment to the Contract to add the performance of such additional related services.

2.1 Definitions

1. Cryptocurrency. A type of virtual currency that utilizes cryptography to secure transactions that are digitally recorded on a distributed ledger, such as a blockchain.

2. Qualified Custodian. A state or federally chartered financial institution or other entity regulated by the State of Texas that has custody of virtual currency.

3. Qualified Liquidity Provider. An entity that:

a. Is licensed or regulated under applicable federal or state law;

b. Maintains audited financial statements prepared by a regulated auditor;

c. Has at least five (5) years of experience trading in the digital assets industry;

d. Maintains an office and has a registered principal in the State of Texas; and

e. Can certify that the provider meets the above requirements.

4. Reserve Advisory Committee. The committee established by Texas Government Code Section

403.707 to advise the Comptroller regarding the administration and management of the Reserve.

5. Secondary Service Provider. The second highest scoring Respondent who may be offered a Contract to provide backup custodial accounts and services for the Reserve.

6. Virtual Currency.

a. A digital representation of value that:

i. Is used as a medium of exchange, unit of account, or store of value; and

ii. Is not legal tender, whether or not denominated in legal tender; and

b. Does not include:

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i. A transaction in which a merchant grants, as part of an affinity or rewards program, value that cannot be taken from or exchanged with the merchant for legal tender, bank credit, or virtual currency; or

ii. A digital representation of value issued by or on behalf of a publisher and used solely within an online game, game platform, or family of games sold by the same publisher offered on the same game platform.

2.2 Services to be Provided

Successful respondent will at minimum provide the following:

1. Partner with Comptroller and the Trust Company to implement the Reserve according to statutory requirements and legislative intent. This includes the secure acquisition and custody of digital assets and all necessary security control mechanisms, demonstrating a high level of quality and commitment to excellence, and meeting industry regulatory standards and guidelines.

2. Meet the Trust Company deadlines and requirements, as described in this RFP and the Final Work

Plan.

3. Accomplish successful implementation, including any assistance needed with the transition of assets and accounts of the Reserve (currently held in the IBIT iShares Bitcoin ETF) to direct Bitcoin holdings.

4. Begin Services no more than sixty (60) days after Contract execution.

5. Provide custody services for Bitcoin and Cryptocurrency assets. Ensure Bitcoin and

Cryptocurrency assets are securely held in the name of the State of Texas and are not commingled with other client assets.

6. Provide secure custody services and security protocols, including but not limited to subcontractor and/or cloud service provider security protocols, including how private keys are generated and stored, use of encryption and cold storage, security audits and penetration testing, physical security measures, role-based access protocols, crypto key management, transaction control protocols, multifactor authentication, etc.

7. Provide the following, included at no additional cost in the annual fee, at the same service levels provided for similarly situated institutional clients:

1. Onboarding, account setup, and implementation services.

2. System or platform training for designated Trust Company staff.

3. System licenses or required proprietary software licenses for designated Trust Company staff.

4. Standard reporting, including real-time dashboards for asset balances, key events (e.g., hard fork or other material changes to the relevant blockchain), transaction history, and required information needed to provide required reporting under Tex. Gov’t Code sec. 403.708.

5. Advisory Committee Support. Successful Respondent will make qualified personnel available for consultation with the Reserve Advisory Committee and/or the Comptroller’s Investment Advisory Board on matters related to digital asset custody, security, risk management, and market developments as reasonably requested by the Trust Company.

8. Provide Texas Legislative support, as follows:

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1. Draft the Biennial Report (see Tex. Gov’t Code sec. 403.708) and provide for Comptroller and Trust Company review by November 30th in required years. Biennial Reports are required to be provided to the Legislature by December 31st each even numbered year.

2. Make qualified personnel available to appear in person at legislative hearings or similar governmental proceedings as reasonably requested by the Trust Company. Such individual shall be listed as a key person unless otherwise expressly approved by the Trust Company.

3. Make qualified personnel available to assist Trust Company or Comptroller staff prepare for legislative testimony or respond to legislative inquiries as reasonably requested.

9. Provide general support reasonably requested by the Trust Company and customarily included for institutional clients, including but not limited to, educational sessions for staff or stakeholders, ad hoc custom reporting, participation in public transparency or accountability initiatives, and information technology troubleshooting and assistance.

10. Website Development, Transparency, and Education: The Successful Respondent shall design, build, host, and maintain a polished, professional, and publicly accessible website on behalf of the Comptroller and Trust Company for the Reserve. The website shall support the transparency, public-education, and legislative intent underlying Senate Bill 21 and must remain accurate, secure, and up to date throughout the Contract Term. At a minimum, the website must include the following content:

1. Core Reserve Information

• Prominent display of the name “Texas Strategic Bitcoin Reserve.”

• The amount of Bitcoin or other cryptocurrency held in the Reserve, updated at intervals agreed upon in the Final Work Plan.

• The current dollar value of Bitcoin and other qualifying cryptocurrency assets held in the Reserve, reflecting data sources and valuation methodologies approved by the Trust Company.

2. Public-Facing Educational Materials

The website must host accessible, non-technical educational content designed to increase public awareness and understanding of Bitcoin and the Reserve’s purpose. At a minimum, the educational content must address:

• How the Reserve supports the legislative findings in Texas Senate Bill 21, including:

1. Bitcoin and other cryptocurrencies as assets with strategic potential to enhance the State’s financial resilience;

2. Bitcoin and other cryptocurrencies as potential hedges against inflation and economic volatility over an economic cycle; and

3. The establishment of the Reserve as a public purpose that provides enhanced long-term financial security to Texas residents.

• In demonstrating the above, such materials should address:

1. The current financial/monetary system in the U.S., including an overview of the Federal Reserve, money creation, inflation, and the impacts of inflation and monetary expansion on consumers; and

2. Bitcoin fundamentals, including mining, decentralization, the role of nodes, limited token supply, and other basic Bitcoin network characteristics.

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3. Maintenance and Quality Standards

• The website must adhere to industry-standard security practices, accessibility requirements under applicable state rules, high-availability hosting standards, and a user-friendly, modern design.

• The Successful Respondent shall update content as requested by the Trust Company, correct inaccuracies within timelines specified in the Final Work Plan, and proactively recommend site improvements.

• All content, design elements, source files, and other intellectual property associated with the website are the property of the Trust Company and shall be delivered to the Trust Company upon request or at Contract termination.

4. Approval and Coordination

• The Successful Respondent must submit proposed website design, architecture, and content for Trust Company review and approval prior to publication.

• No public-facing materials may be published without prior written approval from the Trust Company.

2.3 Secondary Service Provider(s)

If the Trust Company contracts with one or more Secondary Service Providers, those Providers would be expected to perform the same or similar services to those described in this Part II upon the Trust Company’s transfer of some or all of its digital assets into the secondary account.

2.4 Ad Hoc Services

The Trust Company may need additional services related to the Act, which may be provided on an hourly basis, in Trust Company’s sole discretion. Such additional related services shall be provided at the rates set forth in Exhibit G, Cost Worksheet, Price Sheet 3.

PART III

GENERAL PROVISIONS

3.1 Authority

This RFP is issued pursuant to the authority granted in Chapter 2155, Chapter 403, Subchapter V, and Chapter 404, Subchapter G, of the Texas Government Code.

3.2 Trust Company and Comptroller Rights

In the best interest of Comptroller, the Trust Company, and the State of Texas, Comptroller or the Trust Company, in their sole discretion, may amend or modify any provisions of this RFP or the Sample Contract (Exhibit A), or withdraw this RFP at any time prior to award of a Contract. Comptroller or the Trust Company reserves the right, in its sole discretion, to reject any or all submitted Proposals or to select one or more qualified Respondents without discussion of Proposals with the respective Respondents.

The decision of Comptroller, the Trust Company, or their designee, with regard to the above, shall be administratively final. Comptroller and the Trust Company, in their sole discretion, may waive administrative deficiencies and/or minor technicalities in Proposals received. All Proposals shall become a part of Comptroller’s and the Trust Company’s official procurement files and may be available for public inspection upon execution of a Contract.

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3.3 Respondent Obligations

Respondents are responsible for any expense related to the preparation and submission of a Proposal.

Neither the Comptroller nor the Trust Company shall pay for any cost that is incurred by Successful Respondent prior to the effective date of the Contract. Qualified persons with the requisite experience are invited to submit Proposals in accordance with this RFP. Proposals must address all specifications listed in Part IV.

3.4 Successful Respondent Obligations

Comptroller and the Trust Company shall look solely to Successful Respondent for performance of the Contract. Successful Respondent shall provide the requested Services under the direction of the Trust Company. Successful Respondent shall be the sole point of Contract responsibility. Successful Respondent shall be liable, both individually and severally, for the performance of all obligations under the Contract and shall not be relieved of the non-performance of any subcontractor.

3.5 Schedule of Events

The Trust Company anticipates that the selection of Successful Respondent and execution of the Contract, if any, will proceed according to the following approximate schedule:

May 7, 2026 Issuance of RFP (after 10:00 a.m. CT)

May 22, 2026 Deadline for Submission of Questions (2:00 p.m. CT)

May 29, 2026 Electronic Posting of Official Responses to Questions

June 15, 2026 Deadline for Submission of Proposals (2:00 p.m. CT) (Late proposals will not be considered)

July 31, 2026 Presentations by Top-scoring Respondents

August 28, 2026 Contract Execution (or as soon thereafter as practical)

No more than 60 days after Contract Execution - Services Begin

The times stated in this document refer to Central Time (CT) in Austin, Texas, where appropriate.

Comptroller’s regular office hours are 8:00 a.m. to 5:00 p.m., Monday through Friday except national and official State of Texas holidays. All deadlines are subject to change at Comptroller’s sole discretion.

Notices of changes to items directly impacting the original RFP or proposal process will be posted on the ESBD located at: http://www.txsmartbuy.gov/esbd. Any amendment to this RFP will be posted as an addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates to this solicitation prior to submitting a Proposal. Respondent’s failure to periodically check the ESBD for updates will in no way release Successful Respondent from compliance with any requirements in the addenda or additional information, even if such compliance results in additional costs to meet the requirements.

http://www.txsmartbuy.gov/esbd

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3.6 Issuing Office

Comptroller, through its Procurement Division, is the Issuing Office and the sole point of contact for this RFP. The Contracts Section is the only office authorized to clarify, modify, amend, alter, or withdraw the specifications, terms, and conditions of this RFP and any Contract. Upon issuance of this RFP, other employees of Comptroller or the Trust Company shall not answer questions or otherwise discuss the contents of this RFP with any Respondents or their representatives. Failure to observe this restriction may result in disqualification of any pending or subsequent Proposal. This restriction does not preclude discussions unrelated to this RFP or assistance completing the required Veteran Heroes United in Business (VetHUB) Subcontracting Plan (HSP). Except as otherwise indicated, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

Wendy Foley-Smith E-mail: wendy.foley@cpa.texas.gov and bidcpa@cpa.texas.gov

3.7 Submission of Questions

Respondents may submit written questions by email to the Issuing Office no later than 2:00 p.m. by the deadline set forth in the Schedule of Events. On or about the date set forth in the Schedule of Events, Comptroller expects to electronically post answers to the written questions on the ESBD located at:

http://www.txsmartbuy.gov/esbd. Respondent is solely responsible for verifying Comptroller’s timely receipt of Respondent’s questions by the specified deadline.

Comptroller intends to release the Official Responses to Questions via posting to the ESBD on the date set forth in the Anticipated Schedule of Events or as soon thereafter as practical.

3.8 Deadline for Submission of Proposals

An electronic copy of the Proposal must be received in the Issuing Office no later than 2:00 p.m. on the deadline set forth in the Schedule of Events. The email must be labeled with “RFP No. 908-26-1778WS for Texas Strategic Bitcoin Reserve Custody and Liquidity Services” and include the name and address of Respondent in the body of the email. Late Proposals will not be considered under any circumstances.

Respondents are solely responsible for verifying Comptroller’s receipt of their Proposals by the deadline specified above. Comptroller shall not be liable or responsible for any costs whatsoever incurred in submission of a Proposal. Faxed or mailed Proposals are not acceptable and will not be considered.

For purposes of meeting the 2:00 p.m. delivery deadline, the Issuing Office’s electronic receipt date and time will be considered conclusive in all respects.

Under Section 322.020 of the Texas Government Code, the Legislative Budget Board (LBB) has implemented a database of State of Texas agency contracts. See the LBB website at https://www.lbb.texas.gov/. Comptroller shall upload to the LBB’s contract database the text of the complete Contract, including Successful Respondent’s Proposal (with limited redaction and appendix) after the date of Contract award. In submitting a Proposal, Respondent acknowledges that it understands and accepts this requirement.

3.9 Confidential Information; Nondisclosure; Open Records

mailto:wendy.foley@cpa.texas.gov mailto:bidcpa@cpa.texas.gov https://www.lbb.texas.gov/

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All information gathered, produced, derived, obtained, analyzed, controlled or accessed by Respondent in connection with a Contract (Confidential Information), shall be and remain Confidential Information and shall not be released or disclosed by Respondent without the prior written consent of Comptroller and the Trust Company, which consent must specifically identify the Confidential Information to be disclosed by Respondent and the nature of the disclosure for which consent is sought. Relatedly, Respondent must execute and return with its Proposal a Nondisclosure Agreement with the Trust Company, in the form of Exhibit D attached hereto.

Following the award of a Contract, Proposals are subject to release as public information unless the response or specific parts of the Proposal can be shown to be exempt from the Texas Public Information Act, Chapter 552 of the Texas Government Code. All Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The Trust Company assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents.

Respondent must complete and return with its Proposal the Certification Regarding Public Nature of the Proposal (Exhibit F). In accordance with Exhibit F, Respondent must specifically identify any parts of its Proposal it believes are confidential. Respondent must stamp in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal that Respondent believes to be confidential. Respondent must submit in writing specific, detailed reasons, including any relevant legal authority, stating why Respondent believes the material to be confidential. Vague and general claims of confidentiality will not be accepted. Comptroller will be the sole judge of whether a claim is general and/or vague in nature. All Proposals and parts of Proposals that are not marked as confidential will be automatically considered public information after the Contract is awarded. A Proposal resulting in an award may be considered public information even though parts are marked confidential.

In the event Comptroller or the Trust Company receives a request under the Texas Public Information Act for portions of a Proposal marked as “CONFIDENTIAL” as specified above, Comptroller shall forward such request to the Office of the Attorney General of the State of Texas (Attorney General) for an opinion on whether such information may be withheld from disclosure under the Texas Public Information Act.

Comptroller or the Trust Company will notify Respondent whose Proposal is the subject of the request when the information is forwarded to the Attorney General. Comptroller and the Trust Company assume no obligation for asserting legal arguments on behalf of Respondent. Respondents are advised that Comptroller and the Trust Company are obligated to comply with the decision of the Attorney General, including any such decision calling for the release of information marked “CONFIDENTIAL” by a Respondent.

Copyrighted Proposals are unacceptable and are subject to disqualification as non-responsive.

3.10 Media Releases

Comptroller and the Trust Company do not endorse any vendor, commodity, or service. Media releases pertaining to this RFP, the Contract, or the Services shall not be made without the prior written consent of Comptroller or the Trust Company and then only in accordance with explicit written instructions from Comptroller or the Trust Company. The disclosure of the contents of Proposals prior to the award of the Contract or any other violation of this section may result in disqualification of Respondent’s Proposal.

3.11 Non-exclusivity

This RFP is not exclusive, and Comptroller reserves the right to issue additional solicitations regarding the Services or similar services at any time.

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3.12 Term of Contract; Sample Contract

The initial term of the Contract shall become effective on the date signed by the Trust Company, after having first been signed by Contractor, and shall terminate August 31, 2029 (Initial Term). In accordance with the terms of the Contract, the Trust Company has the option, in its sole discretion, to extend the Contract for three (3) additional periods, one year at a time, as follows: September 1, 2029, through August 31, 2030; September 1, 2030, through August 31, 2031; and September 1, 2031 through August 31, 2032.

“Contract Term” means the Initial Term plus any additional periods. The Trust Company, in its sole discretion, may extend the Contract following the last period of renewal for such additional time as the Trust Company deems necessary to secure and transition to a new contract or provider.

A Contract shall be based on the Sample Contract included as Exhibit A and shall incorporate this entire RFP. The Sample Contract includes boilerplate provisions, and the Trust Company reserves the right, in its sole discretion, to make a contract award without negotiation of these provisions. In the event the Trust Company requires negotiations with Successful Respondent, any modifications or clarifications agreed to with Successful Respondent during contract negotiations shall be incorporated into the final executed Contract. Each Respondent must review these terms and conditions in Exhibit A and otherwise in this RFP and address any concerns or issues in its transmittal letter. Terms and conditions of this RFP and the Sample Contract not specifically objected to in the transmittal letter will be deemed to be accepted by Respondent. The Trust Company has final approval of any Contract.

The Trust Company reserves the right, in its sole discretion, to modify the terms and conditions of the Sample Contract in the best interests of the State of Texas prior to signature by the parties. Notwithstanding any exceptions or any other provision of Respondent’s Proposal to the contrary, Successful Respondent shall indemnify Comptroller, the Trust Company, and the State of Texas, as specified in the Sample Contract. The State of Texas, Comptroller, the Trust Company, and their respective employees, officers, agents, and representatives, will not indemnify Successful Respondent for any amount for any purpose, and any provisions to the contrary are void.

3.13 Incorporation of Exhibits

Exhibits A, B, C, D, E, F, and G are attached hereto and incorporated as part of this RFP for all purposes.

PART IV

PROPOSAL FORMAT

4.1 Introduction

Each proposal shall contain a cover sheet with the following: “RFP No. 908-26-1778WS for the Texas Strategic Bitcoin Reserve Custody and Liquidity Services” and the name and address of Respondent.

Proposals must address each item and be organized as described in Section 4.2 (Minimum Qualifications).

Proposal pages must be numbered. Proposals must be submitted electronically in searchable PDF format with a table of contents containing hyperlinks to each section.

Proposals not containing all information requested in Section 4.2 or organized according to Section 4.2 may be subject to disqualification. Conciseness and clarity of content are required; vague and general Proposals may be considered non-responsive and may result in disqualification. Proposals must be complete; failure to provide all required information may result in the disqualification of the Proposal.

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ALL EXHIBITS TO THIS RFP ARE PREPARED EXCLUSIVELY FOR THIS RFP.

RESPONDENT’S SUBMISSION OF OTHER EXHIBITS OR DOCUMENTS, INCLUDING

PRIOR RFP EXHIBITS, MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL.

4.2 Minimum Qualifications

Proposals must be organized as follows:

A. Transmittal Letter;

B. Executive Summary;

C. Table of Contents;

D. Respondent Identifying Information;

E. Proposed Subcontractor(s) Identifying Information;

F. Respondent Experience and Qualifications;

G. Proposed Personnel;

H. Respondent Narrative and Preliminary Work Plan;

I. Reserved;

J. Proposed Fee;

K. Insurance;

L. Financial Statements;

M. Execution of Proposal;

N. Veteran Heroes in Businesses Subcontracting Plan;

O. Criminal Conviction Certification;

P. Nondisclosure Agreement;

Q. Conflict of Interest Statement;

R. Certification of Public Nature of Proposal; and S. Information and Cybersecurity Requirements.

A description of the information required for each of the items listed above is set forth below.

4.2.A Transmittal Letter

Respondent must submit a transmittal letter that identifies the entity submitting the Proposal and includes a commitment by that entity to provide the Services. The transmittal letter must state that the Proposal is valid for one hundred eighty (180) days from the deadline for delivery of Proposals to Comptroller.

Any Proposal containing a term of less than one hundred eighty (180) days for acceptance from this deadline will be rejected as non-responsive.

The transmittal letter must be signed by a person legally authorized to bind Respondent. Respondent also must indicate in its transmittal letter why it believes it is the most qualified to provide the requisite Services and why it believes its proposed services best meet the Trust Company’s objectives and RFP requirements.

The transmittal letter must include a statement of acceptance of the terms and conditions of the Sample Contract (Exhibit A). If a Respondent takes exception to any of the proposed terms and conditions provided in the Sample Contract or otherwise in this RFP, then the exception(s) must be specifically and clearly identified in the transmittal letter and an explanation of the requested change along with the proposed alternative language must also be included in the transmittal letter. However, failure to accept those terms and conditions may result in disqualification of the Proposal.

4.2.B Executive Summary

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Respondent must provide an executive summary of its Proposal and a representation that the Proposal addresses all of the requirements of this RFP. The executive summary must not exceed three (3) pages and must represent a full and concise summary of the contents of the Proposal. Respondent must identify any Services that are provided beyond those specifically requested. If Respondent is providing Services that do not meet the specific requirements of this RFP but in the opinion of Respondent are equivalent or superior to those specifically requested, any such differences must be noted in the executive summary. However, failure to provide the Services specifically required may result in disqualification of the Proposal.

4.2.C Table of Contents

Each Proposal must be submitted with a table of contents that clearly identifies and denotes by page number each section of the proposal and the location of all enclosures of the Proposal. The table of contents must follow the RFP’s structure as much as possible. The table of contents must have hyperlinks corresponding to the sections and pages of the Proposal.

4.2.D Respondent Identifying Information

Respondent must provide the following identifying information:

1. Name and address of business entity submitting the Proposal;

2. Names of all principals;

3. Type of business entity (e.g., corporation, partnership);

4. State of incorporation or organization and principal place of business;

5. Name and location of Texas offices, other major offices, and other facilities that relate to Respondent’s performance under this RFP;

6. Name, business address, business telephone number, business mobile phone number, email address, and fax number of Respondent’s principal contact person regarding the Contract;

7. Respondent’s Federal Employer Identification Number (“FEIN” or “EIN”) and Texas Tax

Identification/Registration Number, if any;

8. All affiliated companies and subsidiaries, or any joint ventures or other affiliations;

9. Full name and business address for each member, partner, and employee of Respondent (and any subcontractors) who will perform Services;

10. An organizational chart indicating lines of authority, names, titles, and functions of individuals responsible for the Services;

11. Detail of any firm ownership changes which have occurred in the last five (5) years, including changes pending;

12. Indicate whether it is currently a party to litigation in process; if so, identify the parties, jurisdiction, case number, and subject matter; and

13. Detail of any Securities and Exchange Commission (or other applicable licensing or regulatory body) fines, warnings, audit findings, or disciplinary actions against the Respondent or proposed personnel within the last five (5) years.

4.2.E Proposed Subcontractor(s) Identifying Information

The Proposal must identify any subcontractors and outline the contractual relationship between Respondent and each proposed subcontractor. Respondent must provide statements for each of its proposed subcontractors signed by an individual authorized to legally obligate each subcontractor and attesting that it will provide the Services as represented in Respondent’s Proposal. Proposed subcontractors may be required to submit ownership information similar to that required of Respondents in the Section above.

Respondent must disclose, at Trust Company’s request, any information regarding proposed subcontractors.

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4.2.F Respondent Experience and Qualifications

1. Experience

Respondent’s Proposal must include a detailed overview of Respondent’s experience providing services similar to those requested in this RFP, with a particular emphasis on serving governmental entities.

Respondent must demonstrate its knowledge of and experience with activities relevant to the Services.

Respondent must provide a detailed profile that describes the following:

1. The size and scope of all operations, including number of Respondent’s employees and years in business;

2. The general nature of previous similar work performed by Respondent, particularly work in the last five

(5) years;

3. Respondent’s depth and length of experience with public sector entities;

4. Respondent’s experience in providing secure custodial technologies, including cold storage;

5. Respondent’s experience in providing liquidity services to facilitate the purchase and management of

Bitcoin and other cryptocurrencies.

6. For each subcontractor, the Proposal must include:

a) The size and scope of all operations, including number of employees and years in business;

b) The general nature of previous similar work performed, particularly work in the last five (5) years;

and

c) Depth and length of experience with public sector entities.

7. Any other information Respondent believes is pertinent to this RFP.

2. Qualifications

Respondent’s Proposal must demonstrate that it satisfies the following Essential Qualifications in order to be evaluated:

1. Holds a State of Texas Money Transmitter License.

2. Holds a Financial Crimes Enforcement Network (FinCEN) Money Services Business Registration.

3. Holds or has applied for either TX-RAMP or FedRamp Certification.

4. Can provide SOC 2 Type II Audit Reports.

5. May not have offices or employees (or Proposed Subcontractors with offices or employees) located in countries of concern as defined in Section 2270.001(2-b) of the Texas Government Code (North Korea, China (including Hong Kong), Russia, or Iran).

6. May not be owned (majority) or controlled by a citizen of a country of concern.

If applicable, Respondent’s Proposal should demonstrate that it satisfies the following Preferred Qualifications:

1. Is a Qualified Custodian (or maintains a business relationship with one) as defined herein.

2. Is a Qualified Liquidity Provider (or maintains a business relationship with one) as defined herein.

3. Has a substantial business presence in Texas above the Qualified Liquidity Provider requirements.

4. Holds one or more license, charter, or other state or U.S. regulated certification relating to banking and/or the custody, acquisition, or involvement with digital assets, including, but not limited to the following: BitLicense through the New York Department of Financial Services, National Trust Charter from the U.S. Office of the Comptroller of the Currency, Wyoming Special Purpose Depository Institution, or Federal Reserve Bank’s Approval for limited-purpose Federal Reserve master account.

3. Cancellations, Terminations, and Non-renewals

Respondent must list all contracts or purchase orders that Respondent executed or accepted within the

RFP 908-26-1778WS Texas Strategic Bitcoin Reserve Custody and Liquidity Services Page 16 of 72 last five (5) years and which were canceled, terminated, or not renewed prior to completion by any state agency or other governmental entity with which Respondent contracted. For each such contract or purchase order, Respondent must include a detailed explanation for the cancellation or termination and final resolution of the matter as well as the names and telephone numbers of each such agency's or firm’s contact person. If none, specify none.

4. Vendor References

In its Proposal, Respondent must include a list of three (3) institutional clients, other than the Trust Company or Comptroller, for which Respondent has provided services during the last three years on projects of a similar nature as those requested by this RFP that typify Respondent’s qualifications. For each project, Respondent should include the following information:

1. Client name;

2. Client contact person, address, and telephone number;

3. Complete description of the work performed and deliverables provided;

4. Accurate description of the cost of the work performed (if for a public entity), including whether payment was fixed-fee, hourly fee, or some other method of compensation; and

5. Specific description of results achieved.

Comptroller and the Trust Company may contact references, in its sole discretion. Comptroller and the Trust Company shall not be limited to contacting only the references provided by Respondent.

Comptroller and the Trust Company reserve the right to contact other agencies or entities with which Respondent or its subcontractors are currently or have previously conducted business and to consider those responses in the RFP evaluation process.

The Trust Company is not obligated to contact Respondent in the event incomplete or inaccurate reference information is submitted in the proposal. Consequently, Respondent’s failure to provide all or part of the requested reference information in its proposal may be reflected in a reduced score during the evaluation process.

4.2.G Proposed Personnel

The Proposal must identify all key personnel, including a project manager for the Contract, who are to be part of the proposed team and detail their experience. Respondent must include in the Proposal résumés of all management, supervisory, and key personnel that will be involved in performing the Services, and must provide for each person:

(1) Full name (including full middle name);

(2) Five (5)-year employment history;

(3) Educational background;

(4) Specific description of relevant experience and skills that person has with this type of services, that must include at least three (3) years of experience performing work similar to the required Services (limit to one page);

(5) Specific indication of what role the individual will have in this project; and

(6) Any additional pertinent information to indicate the individual’s ability to aid Respondent in successfully completing the required Services (limit to one page).

In addition, Respondent must provide an organizational chart indicating lines of authority, names, titles, and functions of individuals responsible for the Services.

Résumés must present the required personnel information in sufficient detail to provide the Trust Company

RFP 908-26-1778WS Texas Strategic Bitcoin Reserve Custody and Liquidity Services Page 17 of 72 with a convincing indication that the personnel involved can successfully provide the required Services. The key personnel, as identified in the Proposal, are considered to be essential to the Services. The Trust Company reserves the right, in its sole discretion, to approve each member of the team and to request substitutions. All replacements of personnel must be of equal or superior experience or skill as the person replaced.

4.2.H Respondent Narrative and Preliminary Work Plan

In its Proposal, Respondent must submit a narrative explanation of how the offered services will meet the requirements of this RFP.

1. In its narrative, Respondent must also provide a Preliminary Work Plan, with a table of contents and appropriately labeled section headings, that:

(a) summarizes Respondent’s ability to successfully partner with Comptroller and the Trust Company to implement the Reserve according to statutory requirements and legislative intent, including secure acquisition and custody of digital assets and appropriate security control mechanisms, in a manner that demonstrates significant experience and a high level of quality and commitment to excellence, meeting industry regulatory standards and guidelines, and the ability to meet Trust Company deadlines and requirements, as described in this RFP;

(b) details all critical elements necessary to accomplish successful implementation, including a proposed timeline for each element as well as transition of assets and accounts of the Reserve (currently held in the IBIT iShares Bitcoin ETF) to direct Bitcoin holdings, with a goal of beginning Services under the Contract on no more than sixty (60) days after contract execution;

(c) discusses in detail how Respondent will ensure Bitcoin and digital assets are securely held in the name of the State of Texas and will not be commingled with other client assets or subject to rehypothecation and ensures that the State’s Bitcoin remains legally separated from custodian’s assets, safeguarding against frozen or seized funds in bankruptcy situations;

(d) discusses in detail the specific methods and processes used for the secure custody of Bitcoin keys, such as single-signature versus multi-signature, and any use of SOTA methods like Taproot

(e) explains in detail how Respondent will provide secure infrastructure and processes, including security audits and penetration testing, physical security measures, role-based access protocols, crypto key management, transaction control protocols, multifactor authentication, etc.

(f) discusses how Respondent will develop and maintain the Texas Strategic Bitcoin Reserve website described in Section 2.2 of the Statement of Work; and

(g) discusses internal technology architecture, including high-level architectural diagrams; DLC Versioning strategy, sandbox availability, and environment segregation (dev/test/prod); roadmap for product improvements, any industry standard protocol upgrades, hardware refresh cycles; and process for notifying clients of major architectural or operational changes.

2. In its narrative, Respondent may also concisely describe any additional features, aspects, or advantages of its services in any relevant area not covered elsewhere in its Proposal.

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4.2.I Reserved.

4.2.J Proposed Fee

Services for a flat fee are requested rather than an assets under management model. Respondents are encouraged to offer their best pricing at all times. In its Proposal, Respondent must include all costs of providing all of the Services on a price sheet similar in format to the pricing table provide in Exhibit G (Cost Worksheet). The Trust Company requests that Respondents quote costs as an annual fee. However, the Trust Company may, in its sole discretion, authorize payments on another periodic basis. All costs and expenses associated with the Services must be included on the proposed price sheet. Proposals must commit to remaining within the pricing model over the Contract Term (which includes additional periods described in Section 3.12).

In addition to the baseline fees for custody services, Respondents shall provide, at no additional cost to the Trust Company, the following “Included Services” in Cost Worksheet, Price Sheet 1:

1. Onboarding, account setup, and implementation services

2. System or platform training for designated Trust Company Staff

3. System licenses or required proprietary software licenses for designated Trust Company Staff

4. Standard reporting

5. Advisory Committee support

a. Respondent will make qualified personnel available for consultation with the Reserve Advisory Committee and/or the Comptroller’s Investment Advisory Board on matters related to digital asset custody, security, risk management, and market developments as reasonably requested by the Trust Company.

6. Legislative Support

a. Respondent will draft the Biennial Report (see Tex. Gov’t Code sec. 403.708) required to be provided to the Legislature by December 31st each even numbered year for the Comptroller and Trust Company review by November 30th in required years.

b. Respondent will make qualified personnel available to appear at legislative hearings or similar governmental proceedings as reasonably requested by the Trust Company.

c. Respondent will make qualified personnel available to assist Trust Company or Comptroller staff prepare for legislative testimony or respond to legislative inquiries as reasonably requested.

7. General Support

a. Respondent will provide other services reasonably requested by the Trust Company and customarily included for institutional clients,…