ESBD_572193_1793201042179_4 Exhibit C - TxDMV Disclosure of Potential Conflicts of Interest Form.pdf

IFB No. 608-27-80594 Page 1 of 4 PCL-746 Template Revised: 2025-10-10

Exhibit C

Disclosure of Potential Conflicts of Interest Form

Important: Please carefully read and ensure you understand all instructions and questions in this form. Failure to respond to each question, provide all requested information, and sign and return this form may, in the sole discretion of TxDMV, disqualify the

Respondent’s Solicitation Response or result in termination of any resulting Contract.

Texas Department of Motor Vehicles (“TxDMV”) is committed to identifying and addressing any conflicts of interest or any appearance of impropriety that may arise during the procurement process. “It is the policy of this state [and TxDMV] that a state officer or state employee may not have a direct or indirect interest, including financial and other interests, or engage in a business transaction or professional activity, or incur any obligation of any nature that is in substantial conflict with the proper discharge of the officer’s or employee’s duties in the public interest.” Tex. Gov’t Code § 572.001(a). TxDMV will use the information provided in this form to review and assess any actual or potential conflicts of interest related to this Solicitation.

TxDMV will not accept information provided in other areas of the Solicitation Response as satisfaction of the information required in, or completion of, this form. Respondent must incorporate this completed form into a distinct section of its Solicitation Response.

1. Ownership, Consultants, and Interested Parties Disclosure

A. List the names of the Respondent’s owners, partners, managers, members, principals, or major stakeholders. For each individual listed below, please indicate the percentage of ownership or control. A “owner, partner, manager, member, principal, or major stakeholder” is defined as any individual who directly or indirectly owns or controls more than a 10% interest in the Respondent’s business, or who holds a pecuniary interest valued at $25,000.00 or more. If not applicable, insert “N/A.”

Name Type of Ownership

(partner, major stockholder, etc.)

Disclosure Statement

B. List the names of any paid consultants who have a contract with the Respondent valued at

$25,000.00 or more. For each consultant listed below, please indicate whether the contract requires the consultant to actively participate in facilitating or negotiating any Contract that may result from this Solicitation with TxDMV. If not applicable, insert “N/A.”

Name Type of Contract Disclosure Statement

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C. List the names of any interested party below and specify the nature of each interest as controlling or intermediary. If not applicable, insert “N/A.” Note: This Subsection does not apply if the Respondent is a publicly traded business entity or a wholly owned subsidiary of a publicly traded business entity. If Respondent is a publicly traded business entity or a wholly owned subsidiary, please indicate this under the “Name” column. The definitions for interested party, controlling interest, and intermediary are as follows:

(1) An “interested party” is an individual who has a controlling interest in the

Respondent or who has or will act as an intermediary for Respondent regarding this Solicitation or any Contract that may result from this Solicitation.

(2) A “controlling interest” is: (i) An ownership interest or participating interest in

Respondent by units, percentage, shares, stock, or otherwise that exceeds ten percent; (ii) membership on the board of directors or other governing body of Respondent if the board or other governing body is composed of not more than ten members; (iii) service as an officer of Respondent if Respondent has four or fewer officers; or (iv) service as one of the four officers most highly compensated by Respondent if Respondent has more than four officers.

(3) An “intermediary” is an individual who actively participates in the facilitation of any Contract that may result from this Solicitation or will negotiate the potential Contract, including a broker, adviser, attorney, or representative of or agent for the Respondent if the individual: (i) receives or will receive compensation from the Respondent for the individual’s participation; (ii) communicates directly with or will communicate directly with TxDMV on behalf of Respondent regarding any Contract that may result from this Solicitation; and (iii) is not an employee of the Respondent or an entity with a controlling interest in Respondent’s agency/organization.

Name Nature of Controlling Interest What makes the Individual an Intermediary

D. Attach the Respondent’s organizational chart.

2. Subcontractor and/or Supplier Disclosure

A. List the name, address, and telephone number of all successful subcontractors and/or suppliers that provided quotes for the Solicitation Response. For each subcontractor and/or supplier listed below, please provide the dollar value of the subcontract. If not applicable, insert “N/A.”

Name Address Telephone Disclosure Statement

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B. Attach the organizational chart for any subcontractor and/or supplier that will, or may, provide Deliverables under any Contract that may result from this Solicitation.

3. Gifts, Donations, Favors, Services, or Benefits Disclosure

A. List all gifts, donations, favors, services, benefits, or other things of value offered by Respondent to TxDMV, a board member, or any agency employee during the two years preceding the submission of the Solicitation Response. For each item listed below, provide the name of the recipient, the date of acceptance, the monetary value (indicating whether the value is actual or estimated), and a detailed description of the gift, donation, favor, service, benefit, or other thing of value. If the item was offered to TxDMV, please also include the names of any individual with whom the Respondent corresponded regarding the gift, donation, favor, service, benefit, or other thing of value. If not applicable, insert “N/A.”

Name Date Monetary Value Description

B. List all phone calls or meetings (virtual or in-person) that the Respondent, including any of its employees, representatives, agents, subcontractors, or suppliers associated with the Solicitation Response, has had with any TxDMV senior official during the past calendar year. For each interaction below, provide the name of the senior official, the date of the phone call or meeting, and a description of the interaction, including its purpose and the topics discussed. A “senior official” is defined as any TxDMV board member, executive director, deputy executive director, division director, deputy division director, director of purchasing, or any other individual in senior or middle agency management. If not applicable, insert “N/A.”

Name Date Description / Topics Discussed

C. List all phone calls or meetings (virtual or in-person) that the Respondent, including any of its employees, representatives, agents, subcontractors, or suppliers associated with the Solicitation Response, has engaged in with any TxDMV senior official, employee, or contractor, excluding staff from the Purchasing Section and Historically Underutilized Business Program coordinator, regarding this Solicitation or the Deliverables being sought, either during the Solicitation posting period or within one year prior to its advertisement.

For each interaction below, provide the name of the senior official, employee, or contractor, date of the phone call or meeting, and description of the interaction, including its purpose and the topics discussed. If not applicable, insert “N/A.”

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Name Date Description / Topics Discussed

4. Solicitation Development Disclosure

List all participation by the Respondent, including any of its employees, representatives, agents, subcontractors, or suppliers associated with the Solicitation Response, whether monetary or otherwise, from TxDMV for preparing or assisting in the preparation of the specifications or any other component of this Solicitation on which the Solicitation Response is based. For the participation, provide the name of all TxDMV employees (and TxDMV contractors) with whom the Respondent communicated, the date (or date range) of communication, the type of compensation received, the monetary value (indicating whether the value is actual or estimated), and the description of the work, services, advice, guidance, or other form of input performed or provided. The term “monetary or otherwise” is defined as any form of payment or reward provided in exchange for work, services, advice, guidance, or other form of input, including direct financial payments, as well as non-monetary benefits or perks (e.g., such as goods, services, privileges, or any other thing of value that is not cash). If not applicable, insert “N/A.”

Name Date Type Monetary Value Description

5. Respondent’s Signature

By signing below, the undersigned certifies that he or she is either the Respondent or a duly authorized representative with full authority to execute this form on behalf of the Respondent. The undersigned further certifies, to the best of their knowledge, that all information provided herein is true, accurate, and complete.

Signature:

Name:

Title:

Date: