ESBD_504572_1775682607227_RFP 240p Treasury Public Finance Counsel 4-7-26.docx

KELLY HANCOCK

ACTING TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 240p) for Public Finance Legal Counsel Services for the Texas Comptroller of Public Accounts

TABLE OF CONTENTS

Request for Proposals (RFP No. 240p) for Public Finance Legal Counsel Services for the Texas Comptroller of Public Accounts

I. Introduction

The Texas Comptroller of Public Accounts (“Comptroller” or “CPA”) issues this Request for Proposals No. 240p (RFP) to solicit proposals from qualified, independent individuals and law firms, who specialize in public finance law, to serve as legal counsel to Comptroller to provide legal services as described in this RFP (Services).

Each individual or law firm submitting a proposal in response to this RFP (Proposal) shall be referred to as a “Respondent.” The selected Respondent or Respondents, if any, are hereinafter referred to collectively as the “Successful Respondent” or “Outside Counsel.”

II. Background Comptroller is the chief steward of the finances for the state of Texas, acting as tax collector, chief accountant, chief revenue estimator and chief treasurer for all of state government. In carrying out Comptroller’s duties and responsibilities, state finance matters may arise that require specialized public finance legal expertise. Comptroller is not seeking investment advice and is not seeking assistance to issue a public security under this RFP.

III. Scope of Work

Successful Respondent shall provide legal analysis, advice, and recommendations on an as-needed, project-by-project basis on state-wide public finance issues, including, but not limited to, the following:

· Transparency activities, including agency publications and website content;

IV. Contract Award; Term of Contract

As a result of this RFP, Comptroller anticipates executing a contract with the Successful Respondent to perform the Services and the written, contractual agreement, if any, resulting from it (the “Contract”). The time and number of Contracts and all procedures relating to such Contracts are within the discretion of Comptroller. Successful Respondent, as an independent contractor, shall provide Services at its facilities and with its own personnel. A Sample Contract is attached as Exhibit 2.

Respondents must be able to begin providing Services no later than September 1, 2026 through August 31, 2028 (Initial Term). There will be two (2) options to renew, at Comptroller’s sole discretion, for one (1) year periods, exercised one (1) year at a time from September 1, 2028 through August 31, 2029 and September 1, 2029 through August 31, 2030 (Optional Terms). The “Contract Term” means the Initial Term plus the Optional Terms, if any.

V. Schedule of Events

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

April 8, 2026 – Issuance of RFP (after 10:00 a.m. CT)

April 15, 2026 – Deadline for Submission of Questions (2:00 p.m. CT)

April 17, 2026 – Electronic Posting of Official Responses to Questions (or as soon thereafter as practical)

August 1, 2026 – Contract Execution (or as soon thereafter as practical)

September 1, 2026 – Commencement of Work (or as soon thereafter as practical)

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. CT, 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 at: http://www.txsmartbuy.com/esbd. Any amendment to this solicitation will be posted as an addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates to the procurement 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.

VI. Issuing Office

Comptroller, through its Contracts Section, 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 will 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 questions relating to completing the VetHUB documents required in Section XI. Except as otherwise indicated, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

Vicki L. Rees E-mail: contracts@cpa.texas.gov

VII. Submission of Questions

Respondents may submit questions by email to the Issuing Office no later than 2:00 p.m. by the deadline set forth in the Schedule of Events. Questions concerning this RFP must be in writing and addressed to the Issuing Office at the above email address. 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.com/esbd.

VIII. Deadline for Submission of Proposals; Delivery Instructions

One electronic copy of the Proposal in searchable PDF format must be submitted to the email address in Section VI (Issuing Office). The electronic copy 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. 226i Public Finance Legal Counsel 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 all Proposals by the deadline specified above. Comptroller shall not be liable or responsible for any costs whatsoever incurred in submission of a Proposal.

Faxed Proposals are not acceptable and will not be considered.

Due to changed building access restrictions, Respondents will not be permitted to hand deliver Proposals. Respondents are required to submit Proposals electronically.

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.

IX. Confidential Information; Open Records

Following the award of a Contract, Proposals are subject to release as public information unless the Proposal or specific parts of the Proposal can be shown to be exempt from the Texas Public Information Act. All Respondents are advised to take the appropriate precautions to safeguard trade secrets or any other proprietary information. Comptroller assumes no obligation or responsibility relating to the disclosure or nondisclosure of information submitted by Respondents.

If a Respondent believes that any portion of a Proposal is confidential, then Respondent must so specify. 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 as to confidentiality will not be accepted. Comptroller will be the sole judge as to whether a claim is general and/or vague in nature. All Proposals and parts of Proposals, which 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 receives a request for information for portions of a Proposal marked as “CONFIDENTIAL” as specified above, Comptroller shall forward such request to the Office of the Texas Attorney General (Attorney General) for an opinion on whether such information may be withheld from disclosure under the Texas Public Information Act. Comptroller will notify Respondent whose Proposal is the subject of the request when the information is forwarded to the Attorney General. Comptroller assumes no obligation for asserting legal arguments on behalf of Respondent. Respondents are advised that Comptroller is 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.

X. Media Releases.

Successful Respondent shall not use Comptroller’s name, logo, or other likeness in any press release, marketing material, or other announcement without Comptroller’s prior written approval. Comptroller does not endorse any vendor, commodity, or service. Respondent is not authorized to make or participate in any media releases or public announcements pertaining to this procurement, the Proposal, or the services to which they relate without Comptroller’s prior written consent, and then only in accordance with explicit written instructions from Comptroller. Disclosure of any Proposal prior to contract award or violation of this Article X may result in disqualification of Respondent’s Proposal and subject the Respondent to other action deemed appropriate by Comptroller.

XI. Proposal Content

Proposals must include all of the following information in order to be considered:

XII. Evaluation and Award Procedure

Comptroller shall establish an Evaluation Committee. Copies of Proposals Comptroller determines are responsive and in compliance with this RFP will be distributed to the members of the Evaluation Committee for their review and evaluation. Clarifications on issues raised in the Proposals may be sought from individual Respondents. Respondents are encouraged to present their best pricing and best offer in their Proposals.

Comptroller may request that top-scoring Respondents present an overview of the proposed services. The number of top-scoring Respondents selected to provide presentations will be determined by Comptroller in its sole discretion. Such Respondents will be notified and presentation dates and times will be arranged. All presentations will be performed remotely or at Comptroller offices located in the LBJ Building, 111 E. 17th Street, Austin, Texas.

Upon the selection of Successful Respondent, if any, Comptroller shall proceed with contract negotiations and attempt to finalize a Contract with the apparent Successful Respondent. If a Contract cannot be successfully negotiated within a reasonable period, negotiations will be terminated, and negotiations with the next-highest-ranking Respondent may commence. The process may continue until a Contract is signed or the RFP is withdrawn. Upon failure of negotiations, Comptroller may at any time choose to reissue or withdraw the RFP rather than continue with negotiations.

As soon as possible after the execution of a written Contract with Successful Respondent, all other Respondents shall be provided with formal notification of the Successful Respondent.

XIII. Limitations

Comptroller reserves the right to accept or reject any or all Proposals. Comptroller is not obligated to make any award or execute any Contract. Comptroller retains the discretion to make multiple awards of Contracts. Comptroller will not pay any costs or other amounts incurred by any entity in responding to this RFP. Successful Respondent’s sole compensation will be limited to contracted amounts in the final negotiated Contract; no minimum amount of work is guaranteed. No travel expenses or travel reimbursement will be paid unless specifically approved by Comptroller in writing in advance. Comptroller may solicit or select other legal counsel to provide the same or similar Services at any time.

XIV. Exceptions

If a Respondent takes exception to any of the proposed terms and conditions of this RFP, including those in Exhibits 1 and 2, 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 the terms and conditions as set forth in the RFP may result in disqualification of the Proposal.

XV. Incorporation of Exhibits

Exhibits 1 and 2 are attached and incorporated as part of this RFP for all purposes.

XVI. Authority

This RFP is issued pursuant to Chapters 403 and 404 of the Texas Government Code.

EXHIBIT 1 EXECUTION OF PROPOSAL

1. By signature hereon, Respondent represents and warrants that the provisions in this Execution of Proposal apply to Respondent and all of Respondent’s principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this RFP or any Contract.

2. By signature hereon, Respondent represents and warrants its intent to furnish the requested services at the prices quoted in its Proposal.

3. By signature hereon, Respondent represents and warrants that it has read and understood and shall comply with Comptroller’s Anti-Fraud Policy, located on Comptroller’s website at https://comptroller.texas.gov/about/policies/ethics.php, as such Policy currently reads and as it is amended throughout the term of any Contract.

4. By signature hereon, Respondent represents and warrants that its prices include all costs of Respondent in providing the requested items that meet all specifications of this RFP, and that its prices will remain firm for acceptance for a minimum of one hundred and eighty (180) days from the deadline for submission of the Proposal.

5. By signature hereon, Respondent represents and warrants that each employee, including “replacement employees”, will possess the qualifications, education, training, experience and certifications necessary to perform the services in the manner required by this RFP.

6. By signature hereon, Respondent represents and warrants that it has no actual or potential conflicts of interest in providing the requested items or services to Comptroller under the RFP and Contract, if any, and that Respondent’s provision of the requested items under the RFP and any Contract, if any, would not reasonably create an appearance of impropriety.

7. By signature hereon, Respondent represents and warrants that, pursuant to Section 2155.003 of the Texas Government Code, it has not given, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with the submitted Proposal.

8. By signature hereon, Respondent represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the state of Texas under Chapter 171 of the Texas Tax Code.

9. By signature hereon, Respondent hereby represents and warrants that, pursuant to 15 U.S.C. Sec. 1, et seq. and Tex. Bus. & Comm. Code Sec. 15.01, et seq., neither Respondent nor the firm, corporation, partnership, or institution represented by Respondent, nor anyone acting for such a firm, corporation or institution has violated the antitrust laws of this state, federal antitrust laws or communicated directly or indirectly the Proposal made to any competitor or any other person engaged in such line of business.

10. By signature hereon, Respondent represents and warrants that if a Texas address is shown as the address of Respondent, Respondent qualifies as a Texas Bidder as defined by Section 2155.444(c) of the Texas Government Code.

11. Check below if Respondent is claiming a preference under 34 Texas Administrative Code §20.306 or Chapter 2155, Subchapter H of the Texas Government Code:

· Goods produced or offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

· Goods produced in Texas or offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

· Agricultural products grown in Texas

· Agricultural products offered by a Texas bidder

· Services offered by a Texas bidder that is owned by a Texas resident service-disabled veteran

· Services offered by a Texas bidder that is not owned by a Texas resident service-disabled veteran

· Texas Vegetation Native to the Region

· USA produced supplies, materials or equipment

· Products of persons with mental or physical disabilities

· Products made of recycled, remanufactured, or environmentally sensitive materials including recycled steel

· Energy Efficient Products

· Rubberized asphalt paving material

· Recycled motor oil and lubricants

· Products produced at facilities located on formerly contaminated property

· Products and services from economically depressed or blighted areas

· Vendors that meet or exceed air quality standards

· Recycled or Reused Computer Equipment of Other Manufacturers

· Foods of Higher Nutritional Value

· Commercial production company or advertising agency located in Texas

12. By signature hereon, under Section 231.006, Texas Family Code, regarding child support, Respondent certifies that the individual or business named in the Proposal is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. Furthermore, any Respondent subject to Section 231.006, Texas Family Code, must include names and Social Security numbers of each person with at least 25% ownership of the business entity submitting the Proposal. This information must be provided prior to award. Enter the Name and Social Security Number for each person below:

FEDERAL PRIVACY ACT NOTICE: This notice is given pursuant to the Federal Privacy Act. Disclosure of your Social Security Number (SSN) is required under Section 231.006(c) and Section 231.302(c)(2), Texas Family Code. The SSN will be used to identify persons that may owe child support. The SSN will be kept confidential to the fullest extent allowed under Section 231.302(e), Texas Family Code.

13. By signature hereon, Respondent represents and warrants that no relationship, whether by relative, business associate, capital funding contract or by any other such kinship exists between Respondent and an employee of any Comptroller component, and Respondent has not been an employee of any Comptroller component within the immediate twelve (12) months prior to Respondent’s Proposal. By signature hereon, Respondent certifies that it is in compliance with Section 669.003 of the Texas Government Code, relating to contracting with executive head of a state agency. Enter the name of any current or former executive head of a Texas State Agency that is currently employed by Respondent below:

All such disclosures will be subject to administrative review and approval prior to Comptroller entering into any Contract with Respondent. Respondent acknowledges that any Contract may be terminated at any time, and payments withheld, if this information is false.

14. By signature hereon, pursuant to Section 2155.004(a) of the Texas Government Code, Respondent represents and warrants that neither it nor any person or entity that will participate financially in any Contract has received compensation for participation in the preparation of specifications for this RFP. Further, under Section 2155.004(b) of the Texas Government Code, Respondent certifies that the individual or business entity named in this Proposal or any Contract is not ineligible to receive the specified Contract and acknowledges that the Contract may be terminated and payment withheld if this certification is inaccurate.

15. By signature hereon, Respondent represents and warrants that all articles and services quoted in response to this RFP meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law and its regulations in effect or proposed as of the date of this solicitation.

16. By signature hereon, Respondent represents and warrants its compliance with all federal laws and regulations pertaining to Equal Employment Opportunities and Affirmative Action.

17. By signature hereon, in accordance with Section 2155.4441 of the Texas Government Code, Respondent agrees that during the performance of a Contract for services it shall purchase products and materials produced in Texas when they are available at a price and time comparable to products and materials produced outside this state.

18. By signature hereon, Respondent represents and warrants that Comptroller’s payments to Respondent and Respondent’s receipt of appropriated or other funds under any Contract are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code.

19. By signature hereon, Respondent represents and warrants that (1) the offering entity and its principals are not suspended or debarred from doing business with the state or federal government as listed on the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Management (SAM) maintained by the General Services Administration; and (2) Respondent is in compliance with the state of Texas statutes and rules relating to procurement and that Respondent is not listed on the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism” published by the United States Department of the Treasury, Office of Foreign Assets Control. Entities ineligible for federal procurement are listed at http://www.sam.gov.

20. Sections 2155.006 and 2261.053 of the Texas Government Code, prohibit state agencies from awarding a contract to any person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by Section 418.004 of the Texas Government Code occurring after September 24, 2005. Under Section 2155.006 of the Texas Government Code, Respondent certifies that the individual or business entity named in its Proposal is not ineligible to receive the specified contract and acknowledges that any contract resulting from this RFP may be terminated and payment withheld if this certification is inaccurate.

21. By signature hereon, Respondent represents and warrants that it is not aware of and has received no notice of any court or governmental agency actions, proceedings or investigations, etc., pending or threatened against Respondent or any of the individuals or entities included in Section XI of this document within the five (5) calendar years immediately preceding the submission of Respondent’s Proposal in response to this RFP that would or could impair Respondent’s performance under any contract resulting from this RFP, relate to the solicited or similar goods or services, or otherwise be relevant to Comptroller’s consideration of Respondent’s Proposal. If Respondent is unable to make the preceding representation and warranty, then Respondent instead represents and warrants that it has included as a detailed attachment in its Proposal a complete disclosure of any such court or governmental agency actions, proceedings or investigations, etc. that would or could impair Respondent’s performance under any Contract, relate to the solicited or similar goods or services, or otherwise be relevant to Comptroller’s consideration of Respondent’s Proposal. In addition, Respondent represents and warrants that it shall notify Comptroller in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update Comptroller shall constitute breach of contract and may result in immediate termination of any Contract.

22. By signature hereon, Respondent represents and warrants that it and each of its subcontractors, if any, have the requisite resources, qualifications and independence to conduct the services free from outside direction, control, or influence, and subject only to the accomplishment of Comptroller’s objectives.

23. By signature hereon, Respondent represents that neither Respondent or any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, proposed in the Proposal has been convicted of a felony criminal offense, or that if such a conviction has occurred Respondent has fully advised Comptroller of the facts and circumstances in its Proposal.

24. By signature hereon, Respondent represents and warrants that, pursuant to Section 2270.002 of the Texas Government Code, Respondent does not boycott Israel and will not boycott Israel during the term of the Contract.

25. By signature hereon, Respondent represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization as prohibited by Section 2252.152 of the Texas Government Code.

26. Pursuant to Government Code Section 2274.0102, if required, Respondent certifies that neither it nor its parent company, nor any affiliate of Respondent or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

27. If Respondent is required to make a verification pursuant to Section 2276.002 of the Texas Government Code, Respondent verifies that Respondent does not boycott energy companies and will not boycott energy companies during the term of any Contract. If Respondent does not make that verification, Respondent must so indicate in its Proposal and state why the verification is not required.

28. If Respondent is required to make a verification pursuant to Section 2274.002 of the Texas Government Code, Respondent verifies that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of any Contract against a firearm entity or firearm trade association. If Respondent does not make that verification, Respondent must so indicate in its Proposal and state why the verification is not required.

29. Pursuant to Section 161.0085 of the Texas Health and Safety Code, Respondent certifies that it does not require its customers to provide any documentation certifying the customer’s COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Respondent’s business. Respondent acknowledges that such a vaccine or recovery requirement would make Respondent ineligible for a state-funded contract.

30. By signature hereon, Respondent certifies that neither it, nor its holding companies or subsidiaries, is: (a) listed in Section 889 of the 2019 National Defense Authorization Act; (b) listed in Section 1260H of the 2021 National Defense Authorization Act; (c) owned by the government of a country on the U.S. Department of Commerce’s foreign adversaries list under 15 C.F.R Section 791.4; or (d) controlled by any governing or regulatory body located in a country on the U.S. Department of Commerce’s foreign adversaries list under 15 C.F.R Section 791.4. See Executive Order No. GA-48, November 19, 2024, 49 TexReg 9667.

31. By signature hereon, Respondent represents and warrants that all statements and information prepared and submitted in response to this RFP are current, complete, and accurate.

32. By signature hereon, Respondent represents and warrants that the individual signing this document and the documents made part of this RFP is authorized to sign such documents on behalf of the Respondent and to bind the Respondent under any contract which may result from the submission of Respondent’s Proposal.

33. By signature hereon, Respondent represents and warrants that it has read and agrees to all terms and conditions of this RFP, including the Sample Contract (Exhibit 2), unless Respondent specifically takes an exception and offers an alternative provision in Respondent’s Proposal.

Authorized representative on behalf of Respondent must complete and sign the following:

Si Signature of Authorized Representative

Date Signed

Pr Printed Name and Title of Authorized Representative

Phone Number

Organization Name (“Respondent”)

Fa Number

F Federal Employer Identification Number

E Email Address

PhPhysical Street Address

Ci City, State, Zip Code

Mailing Address, if different

City, State, Zip Code

EXHIBIT 2 SAMPLE CONTRACT

OUTSIDE LEGAL COUNSEL CONTRACT

This agreement is entered into by and between the TEXAS COMPTROLLER OF PUBLIC ACCOUNTS (“Comptroller” or “CPA”) and [Successful Respondent] (Outside Counsel), located at [address]. This agreement, including all addenda attached hereto and incorporated herein by reference, is referred to as the “Agreement” or “Contract.”

RECITALS

WHEREAS, on [Date], Comptroller issued Request for Proposals No. 240k (RFP) seeking proposals from qualified, independent attorneys and law firms who specialize in public finance law to serve as legal counsel to Comptroller;

WHEREAS, Outside Counsel submitted a proposal on or before [Date] in response to Comptroller’s RFP (Proposal);

WHEREAS, Outside Counsel was selected as a Successful Respondent;

WHEREAS, Outside Counsel shall fully comply with all terms, conditions, requirements and other provisions of this Agreement, and shall act as outside legal counsel in the best interest of Comptroller; and

WHEREAS, in consideration of Outside Counsel’s compliance with all requirements of this Contract, Comptroller awards this Contract to Outside Counsel.

NOW, THEREFORE, in consideration of the mutual covenants and terms and conditions herein, and of the execution hereof, the parties agree as follows:

SECTION 1. SERVICES

1.1 Purpose. The purpose of this Agreement is for Comptroller to obtain Outside Counsel to provide legal services on an as-needed, as-requested basis in a variety of matters.

1.2 Services. Outside Counsel shall provide all of the services and deliverables described in Addendum A (the Services). Outside Counsel understands that this Agreement is not exclusive and that Comptroller may issue solicitations and enter additional contracts for these or other Services at any time.

1.3 Order of Priority. In case of conflicts between this Agreement and any of the listed Addenda to this Agreement, which are attached hereto and incorporated as part of this Agreement for all purposes, the documents shall control in the following order of priority:

1.3.1 This Agreement (without Addenda);

1.3.6 Addendum E: Criminal Conviction Certification

1.3.7 Addendum F: VetHUB Subcontracting Plan

Outside Counsel’s performance under this Contract is limited to the requirements set forth in this Contract, including legal services reasonably related to satisfying those requirements.

Outside Counsel represents and warrants that it has the requisite qualifications, experience, personnel and other resources to provide all of the required Services to Comptroller in the manner required by this Contract.

Outside Counsel understands that this Contract is not exclusive and that Comptroller may issue additional solicitations and/or award additional contracts for these or other legal services at any time.

SECTION 2. AGREEMENT PERIOD

2.1 Term. This Agreement shall commence upon signature by Comptroller, after having first been signed by Outside Counsel, and shall terminate on August 31, 2028, unless terminated sooner as provided in this Agreement (Initial Term).

2.2 Extensions. Comptroller shall have the right, in its sole discretion, to extend the term of this Agreement for two (2) additional one (1) year periods, under the same terms and conditions set forth herein. Comptroller shall endeavor to provide Outside Counsel written notice of its intention to extend the term of the Agreement in writing at least thirty (30) days prior to the Agreement termination date. The Initial Term plus the optional extension period(s) shall constitute the “Agreement Period.”

SECTION 3. OBLIGATIONS OF OUTSIDE COUNSEL

3.1 Duties. Outside Counsel will advise and assist Comptroller on legal issues as requested by Comptroller. The phrase “advise and assist” may include advice and assistance with respect to litigation, unless otherwise provided in Addendum A (Description of Legal Services to be Rendered). It is understood that no litigation will be initiated by Outside Counsel without the prior approval of the Office of the Texas Attorney General (Attorney General) and Comptroller.

3.2 Appeals. Irrespective of any authorization to engage in litigation in this Agreement, in a subsequent amendment, or in a writing outside of this Agreement, Outside Counsel is not authorized to proceed on any appeal, in any capacity, whether interlocutory or otherwise, as appellant, appellee, respondent, applicant or otherwise, without first obtaining the written permission of the Chief of the Solicitor General Section of the Attorney General.

3.3 Staff and Subcontracting. The attorneys and staff expected to perform Services and the method and amount or rate of their compensation are specified in Addendum B (Personnel and Compensation), attached to and made a part of this Agreement. [Names] shall serve as lead counsel for Outside Counsel and shall be primarily responsible for the Services. Any replacement of Outside Counsel personnel listed on Addendum B must be of equal or greater experience or skill as the person replaced and is subject to Comptroller’s prior written approval. Outside Counsel will also obtain prior written approval from Comptroller before subcontracting any Services. Comptroller shall look solely to Outside Counsel for performance of this Contract. Outside Counsel shall be the sole point of Contract responsibility. Outside Counsel shall be liable, both individually and severally, for the performance of all of Outside Counsel’s obligations under this Contract and shall not be relieved of the non-performance of any subcontractor.

3.4 Confidential Information and Client Communications. Outside Counsel acknowledges that information generated in the course of representation of a governmental body may be subject to the Texas Public Information Act, Chapter 552 of the Texas Government Code. Outside Counsel will exercise professional judgment and care when creating documents or other media intended to be confidential or privileged attorney-client communications that may be subject to disclosure under the Texas Public Information Act (e.g., invoices where incidental notation may tend to reveal litigation strategies or privileged information). Outside Counsel should mark confidential or privileged attorney-client communications as confidential. This subsection shall not be interpreted to limit Outside Counsel’s duty to provide full disclosure to Comptroller as necessary in Outside Counsel’s judgment to represent Comptroller with due professional care or as required by applicable law or disciplinary rules.

3.5 CTIA. Outside Counsel and Outside Counsel’s personnel shall not disclose to anyone, directly or indirectly, any confidential information accessed as a result of this Agreement without the prior written consent of Comptroller, except as required by law. A Confidential Treatment of Information Acknowledgement (CTIA), attached to and incorporated in this Agreement as Addendum C, must be signed by each individual who will require access to or be exposed to confidential information under this Agreement. Outside Counsel shall provide a copy of each executed CTIA to Comptroller’s Project Manager.

3.6 Status. Pursuant to the standard of professional care owed to Comptroller, Outside Counsel shall endeavor to keep Comptroller fully informed about all material matters relating to the Services.

SECTION 4. SCHEDULE FOR PERFORMANCE OF SERVICES BY OUTSIDE COUNSEL

The parties agree to develop a schedule for the performance of Services to be delivered by Outside Counsel when assignments are made.

SECTION 5. COMPENSATION

5.1 Maximum Compensation. The total compensation for Services and expenses under this Agreement shall not exceed [Amount] ($xxx). Outside Counsel is not required to perform Services that cannot be compensated due to the limitations of this section. Nothing herein shall prevent the parties from amending the total amount of this Agreement in accordance with Section 7.6 (Amendments) of this Agreement.

5.2 Funding. Comptroller’s performance of its obligations under this Contract is contingent upon and subject to the availability of and actual receipt by Comptroller of sufficient and adequate funds from the sources contemplated by this Contract. This Contract is subject to immediate cancellation or termination, without penalty to Comptroller or the State of Texas, subject to the availability and receipt of these funds. In addition, Comptroller is a state agency whose authority and appropriations are subject to the actions of the Texas Legislature. If Comptroller becomes subject to a legislative change, revocation of statutory authority or lack of funds that would render the Services impossible or unnecessary, Comptroller may terminate this Contract without penalty to Comptroller or the State of Texas. In the event of a termination or cancellation under this Section, Comptroller shall not be required to give notice and shall not be liable for any damages or losses caused or associated with such termination or cancellation.

5.3 Payments to Outside Counsel. Outside Counsel agrees to abide by the following payment structure and schedule:

5.3.1 Outside Counsel Billing Guidelines. Outside Counsel shall abide by the Outside Counsel Billing Guidelines in Addendum D, except as otherwise provided in this Agreement.

5.3.2 Reimbursement of Expenses. Subject to the Maximum Compensation amount specified in Section 5.1, Comptroller will reimburse Outside Counsel for reasonable actual expenses incurred in the performance of Services, as provided in Addendum D (Outside Counsel Billing Guidelines). For Comptroller-approved travel under Addendum B (Personnel and Compensation), Outside Counsel must provide copies of original receipts as evidence of actual travel expenditures, if requested by Comptroller.

5.3.3 Invoices; CPA Designated Contacts, Contract Manager and Project Manager. Each invoice presented must only cover work performed pursuant to this Agreement. The invoice must specify the Texas Comptroller-issued vendor identification number, a description of the Services provided, the specific Plan or Program for which Services were provided and the name and division of Comptroller’s Project Manager, as well as any additional information required by Addendum D (Outside Counsel Billing Guidelines). The invoices from Outside Counsel to Comptroller must be submitted to Comptroller’s Contract Manager at the following address:

Texas Comptroller of Public Accounts Attn: Contract Manager, Fiscal and Agency Affairs Legal Services Lyndon B. Johnson State Office Building 111 E. 17th Street, Suite 120 Austin, Texas 78774 Phone: (512) 475-0300 Email: Faals.Contract.Mgmt@cpa.texas.gov

With a copy to Comptroller’s designated contacts and Project Manager:

Lyndon B. Johnson State Office Building 111 E. 17th Street, Office xxxx Austin, Texas 78774 Phone:

Email:

Texas Comptroller of Public Accounts

Email:

Within sixty (60) business days after incurring any expenses (other than hourly compensation for Outside Counsel’s time and except as provided in Addendum B (Personnel and Compensation)), Outside Counsel shall submit a request for reimbursement and provide such information, copies of original receipts or other documentation requested by Comptroller.

5.4 Prompt Payment. Upon Outside Counsel’s performance and Comptroller’s receipt of a required, acceptable invoice under this Section, Comptroller shall pay Outside Counsel said amount in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code. It is the policy of the State of Texas to make payment on a properly prepared and submitted invoice within thirty (30) days of the latter of (1) any final acceptance of performance, or (2) the receipt of a properly submitted invoice. Generally, payment will be made on the 30th day after receipt of a Comptroller-approved invoice unless a discount has been arranged for more immediate payment. Notwithstanding the above, Outside Counsel acknowledges that all obligations of Comptroller under this Agreement are subject to Section 5.2 (Funding).

SECTION 6. TERMINATION

6.1 Convenience of the State. Comptroller reserves the right, in its sole discretion and at its sole option, to terminate this Agreement, in whole or in part, without penalty, by notifying Outside Counsel in writing of such termination prior to the effective date of such termination. In the event of such termination, Outside Counsel shall, unless otherwise mutually agreed upon in writing, cease all Services immediately, except such pre-approved Services that are necessary to wind-up this Contract in a cost-effective manner. Comptroller shall be liable for payments for all Services performed through the effective date of termination, plus any necessary costs to effectively wind-up this Contract, subject to the maximum compensation allowed in Section 5.1. Such notification of termination shall state the effective date of such termination.

6.2 Cause/Default. In the event that Outside Counsel fails to provide the agreed-upon Services according to the provisions of this Agreement, or fails to comply with any of the terms or conditions of this Agreement, Comptroller may, upon written notice of default to Outside Counsel, immediately terminate all or any part of this Agreement. Termination is not an exclusive remedy but will be in addition to any other rights and remedies provided in equity, by law, or under this Agreement.

6.3 Property Rights upon Termination or Expiration. Upon expiration or termination of the Agreement for any reason, Outside Counsel shall immediately transfer to Comptroller all information and associated work products prepared by the Outside Counsel or otherwise prepared for Comptroller pursuant to this Agreement, in whatever form such information and work products may exist, to the extent requested by Comptroller. Comptroller is granted the unrestricted right to use, copy, modify, prepare derivative works from, publish and distribute, at no additional cost to Comptroller, in any manner Comptroller deems appropriate in its sole discretion, any component of the information, work products, or other deliverable made the subject of this Agreement.

6.4 Remedies. Notwithstanding any exercise by Comptroller of its rights of early termination pursuant to this Part 6, Outside Counsel shall not be relieved of any liability to Comptroller for damages due to Comptroller by virtue of any breach of this Agreement by Outside Counsel or for amounts otherwise due Comptroller by Outside Counsel.

6.5 Termination by Outside Counsel. Consistent with applicable rules of professional conduct, Outside Counsel may terminate this Agreement upon reasonable notice for material breach by Comptroller.

SECTION 7. REPRESENTATIONS, WARRANTIES, AND GENERAL PROVISIONS

7.1 Child Support Obligations. Under Section 231.006 of the Texas Family Code (relating to child support), Outside Counsel represents and warrants that Outside Counsel is not ineligible to receive the specified payment and acknowledges that this Contract may be terminated and payment withheld if this…