ESBD_515677_1778789449844_TTF Board Outside Counsel RFP 240n 5-14-26.docx

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 240n) For Outside Legal Counsel For The Texas Prepaid Higher Education Tuition Board

RFP 240n Texas Prepaid Higher Education Tuition Board: Outside Counsel CPA CMD #26-8317VR Page 2 of 44

RFP 240k Automated Clearing House Services CPA CMD# 26-8303VR Page 9 of 57

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

REQUEST FOR PROPOSALS

FOR

OUTSIDE LEGAL COUNSEL

FOR THE

TEXAS PREPAID HIGHER EDUCATION TUITION BOARD

I. Background

The Texas Comptroller of Public Accounts (Comptroller), on behalf of the Texas Prepaid Higher Education Tuition Board (the “Board”), issues this Request for Proposals No. 240n (the “RFP”) to solicit proposals from qualified, independent individuals and law firms to serve as outside legal counsel to the Board to provide legal services as described in this RFP (Services). The Board administers the following qualified tuition and savings plans, numerals (i) – (iv), and programs, numerals (v) and (vi):

(i) the Texas Guaranteed Tuition Plan,

(ii) the LoneStar 529 Plan® (LS529)

(iii) the Texas College Savings Plan® (TCSP)

(iv) the Texas Tuition Promise Fund® (TTPF)

(v) the Texas Save and Match Program, in cooperation with the Texas Match the Promise FoundationSM, and

(vi) the Texas Achieving a Better Life Experience (ABLE) Program (“Texas ABLE” or “Texas ABLE ®”).

For purposes of this RFP, collectively these plans and programs are referred to as “the Funds.”

Each individual or law firm submitting a proposal (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.” All references in this RFP to Comptroller include the Board.

As a result of this RFP, the Board, acting by and through Comptroller, anticipates executing a contract with the Successful Respondent to perform the Services and the contract, 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 the Board. Successful Respondent, as an independent contractor, shall provide Services under the Contract, at its facilities and with its own personnel.

II. Scope of Work

Successful Respondent will provide the Board with Services on an as-needed, as-requested basis in a variety of matters requiring expertise in the laws, regulations and official guidance regarding federal and state securities, including disclosure requirements for issuers of municipal securities and FINRA and MSRB rules as they apply to municipal securities distributed by broker/dealers; contracts; intellectual property; and fiduciary responsibility. Other preferred areas of expertise include federal taxation and federal entitlements, including Social Security and Medicaid. Successful Respondent must have the ability to invoice each Plan or Program separately for work performed for such Plan or Program.

III. Term

The Board estimates that it will evaluate Respondents and announce a Contract award or awards as provided in Section IV (Schedule of Events), or as soon thereafter as practical. Michael Best & Friedrich, LLP currently serves as outside legal counsel to the Board, and its contract with the Board expires on August 31, 2026.

Respondents must be able to begin providing Services no later than September 1, 2026, or earlier if requested by Comptroller, and throughout the expected initial Contract term, which shall be September 1, 2026 through August 31, 2028, with two (2) options to renew, at the Board’s sole discretion, for one (1) year periods, exercised one (1) year at a time. Those periods are September 1, 2028 through August 31, 2029 and September 1, 2029 through August 31, 2030.

IV. 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:

May 14, 2026 - Issuance of RFP (after 10:00 a.m. CT)

May 27, 2026 - Deadline for Submission of Questions (2:00 p.m. CT)

August 18, 2026 - Oral Presentations to the Board (if any)

August 31, 2026 - Contract Execution (or as soon thereafter as practical)

The times stated in this document refer to Central Time (CT), Austin, Texas. 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 Electronic State Business Daily (ESBD) 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 RFP 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 addenda or additional information about this RFP posted to the ESBD, even if such compliance results in additional costs to meet the requirements.

V. Issuing Office

Comptroller, on behalf of the Board and 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 and representatives of the Board and/or Comptroller 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. Respondents may visit the following website for information related to the Veteran Heroes United in Business program: https://comptroller.texas.gov/purchasing/vendor/hub/.

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

VI. 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 Section IV (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 Section IV (Schedule of Events), Comptroller expects to electronically post answers to the written questions on the ESBD located at: http://www.txsmartbuy.gov/esbd.

VII. 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 V (Issuing Office). The electronic submission must be received in the Issuing Office no later than 2:00 p.m. on the deadline set forth in Section IV (Schedule of Events). The email must be labeled with “RFP No. 240n Outside 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.

VIII. Oral Presentations

Comptroller may, in its sole discretion, request that one or more top-scoring Respondents give oral presentations to the Board before a decision is made to award any Contract. Respondents must be prepared to make an oral presentation to the Board on or about August 18, 2026, at 10:00 a.m. CT. In the event Comptroller requires oral presentations, Comptroller shall notify only each top-scoring Respondent(s) of such on or about 5 (five) calendar days in advance of the oral presentation(s). Presentations will be virtual, at Comptroller’s sole discretion, or in-person at the LBJ State Office Building, located at 111 East 17th Street, Room 114, Austin, Texas 78774.

IX. Proposal Content

A. Proposals must include all of the following information to be considered:

1. Transmittal letter that (a) describes specific experience and qualifications of both Respondent and each proposed partner, associate and/or other attorney, paralegal, patent agent, and technical specialist in each of the requisite areas of practice, particularly highlighting recent experience in representing governmental entities in similar matters involving Section 529 qualified tuition plans and ABLE programs; (b) outlines the Respondent’s understanding of the Board’s enabling legislation, administrative rules, and related law, including Chapter 54, Subchapters F, G, H, I, and J of the Texas Education Code; Title 34, Chapter 7, Texas Administrative Code; applicable federal securities laws and regulations; and Sections 529 and 529A of the Internal Revenue Code; (c) details the Respondent’s ability to attend and prepare and present presentations at Board meetings and meetings with Comptroller’s staff in Austin, Texas; (d) describes the Respondent’s ability to quickly respond to Board requests for research and legal advice with regard to the varied areas of law detailed in Article II (Scope of Work); and (e) addresses any exceptions to this RFP or the Sample Contract (Exhibit 3), as explained in Article XIV;

2. Physical address of Respondent’s Texas offices, if any, and the physical address of the Respondent’s office that will have primary responsibility for any Contract;

3. Vita for each proposed partner, associate and/or other attorney, paralegal, patent agent, and technical specialist who will provide Services under the Contract;

6. Disclosures of actual and potential conflicts of interest, if any, including, but not limited to, identifying each and every matter in which the Respondent has, within the past calendar year, represented any entity or individual with an interest adverse to Comptroller, the Board or to the State of Texas, or any of its boards, agencies, commissions, universities or elected or appointed officials;

7. Submittal of a completed VetHUB Subcontracting Plan (HSP), located at https://comptroller.texas.gov/purchasing/vendor/hub/forms.php and posted to the ESBD as a separate package under this RFP, signed by a person legally authorized to bind Respondent;

8. Confirmation of willingness and ability to comply with the policies, directives, and guidelines of the Board and Comptroller;

9. Confirmation of ability to invoice time separately for work performed for each Plan or Program; and

10. Execution of Proposal (Exhibit 1) signed by a person legally authorized to bind Respondent.

B. Vendor Reference Questionnaire.

Respondents must send the Vendor Reference Questionnaire (Exhibit 2) to three (3) companies or government agencies. Instructions are included on the questionnaire. Respondents may send the questionnaire to references via email. Comptroller is not responsible for undeliverable e-mails or for non-responsive references. Respondents’ references will be evaluated in accordance with Article X (Evaluation and Award Procedure). Respondents must include all requested information in the top portion of the questionnaire. References must return the Vendor Reference Questionnaire to Comptroller by the due date provided in Article IV (Schedule of Events) to be considered in Proposal evaluation. The form must be submitted directly from the references to Comptroller. Respondents shall not submit the reference form to Comptroller. References may be contacted for clarification at Comptroller’s discretion.

X. Evaluation and Award Procedure

Only those Proposals that meet the minimum qualifications shall be evaluated and scored. The evaluation of the Proposals will be conducted in accordance with the best value standard, and the criteria and relative weights are as follows:

1. Respondent’s Demonstrated Competence, Knowledge, and Qualifications: 80%

2. Reasonableness of Proposed Fee: 20%

The Office of the Texas Attorney General sets maximum reasonable rates for fees for state agency contracts for outside counsel and paralegals, and the Comptroller’s generally follows those guidelines, available at: https://www.texasattorneygeneral.gov/sites/default/files/files/divisions/general-counsel/Letter-State-Agencies-Prospective-Outside-Counsel-July-2025.pdf. Exceptions may be requested under Section XIV; however, Respondents are encouraged to offer their best pricing in their Proposals. The Board will make the final selection in its sole discretion in the best interests of the Funds and the state of Texas. Notice of Contract award will be published on the ESBD after the Contract is signed by both parties.

XI. Confidential Information; Open Records:

Following the award of a Contract, responses to this RFP are subject to release as public information unless the response or specific parts of the response can be shown to be exempt from the Texas Public Information Act, Chapter 552 of the Texas Government Code. 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 a Contract 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 “CONFIDENTIAL” as specified above, Comptroller shall forward such request to the Office of the Texas 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 Office of 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.

XII. Limitations

The Board reserves the right to accept or reject any or all Proposals. The Board is not obligated to make any award or execute any Contract. The Board retains the discretion to make multiple awards of Contracts. The Board shall pay no costs or any other amounts incurred by any entity or individual in responding to this RFP. The Successful Respondent’s sole compensation shall be limited to amounts payable according to the Contract; no minimum amount of work is guaranteed. No travel expenses or travel reimbursement will be paid unless specifically approved by Comptroller’s Project Manager in writing in advance. Any Contract will contain a maximum amount payable to Successful Respondent for the full term of the Contract, including any renewal terms (Maximum Compensation). Comptroller and the Board may solicit or select other legal counsel to provide the same or similar services at any time.

XIII. 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 XIII may result in disqualification of Respondent’s Proposal and subject the Respondent to other action deemed appropriate by Comptroller.

XIV. Exceptions

If a Respondent takes exception to any of the proposed terms and conditions of this RFP, including those in Exhibits 1 and 3, 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 set forth in this RFP may result in disqualification of the Proposal.

XV. Incorporation of Exhibits

Exhibits 1, 2, and 3 are attached and incorporated as part of this RFP for all purposes.

XVI. Authority

This RFP is issued pursuant to Chapter 403 of the Texas Government Code and Chapter 54, Subchapters F, G, H, I and J of the Texas Education 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.

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

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

10. 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

EXECUTION OF PROPOSAL, Cont’d

1. 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.

1. 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.

1. 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.

1. 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.

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

1. 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.

1. 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.

1. 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.

1. 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.

1. 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 persons or entities described in the response to Article IX 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. By signature hereon, Respondent represents and warrants that it has read and agrees to all terms and conditions of this RFP, 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:

Signature of Authorized Representative

Date Signed

Printed Name and Title of Authorized Representative

Phone Number

Organization Name (Respondent)

Fax Number

Federal Employer Identification Number

Email Address

Physical Street Address

City, State, Zip Code

Mailing Address, if different

City, State, Zip Code

EXHIBIT 2

VENDOR REFERENCES

Outside Legal Counsel Request for Proposals 240n

REFERENCE DEADLINE to Comptroller: June 10, 2026 02:00 PM (Central Time)

The Texas Comptroller’s office (CPA) requests your assistance in providing a Vendor reference for a Request for Proposals (RFP) that has been issued. The Vendor that is responding to this RFP is providing this document for you to fill out and return directly to CPA at the following email address: contracts@cpa.texas.gov.

This portion to be completed by the Vendor requesting reference information:

Respondent Name (the “vendor”)

Company to be contacted as a reference

Type of Product/Service Provided Outside Legal Counsel Services

Dates of Performance for Listed Customer Starting Date:

Ending Date:

This portion to be completed by the Company providing reference.

Rating: (0) Unsatisfactory; (1) Marginally Satisfactory; (2) Satisfactory; (3) Excellent; or N/A (Not Applicable) Definitions for each rating category are contained at the end of this document.

Please provide your opinion by rating the following:

Quality of Outside Legal Counsel Services in the Following Subjects

1. Federal securities law including disclosure requirements for issuers of municipal securities and FINRA and MSRB rules as they apply to broker/dealers that distribute 529 plans

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

2. Fiduciary responsibility including, if applicable, as it applies to boards and board members

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

3. Contracts

EXHIBIT 2

VENDOR REFERENCES, cont’d Outside Legal Counsel Request for Proposals 240n

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

4. Intellectual Property

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

5. State Securities Law

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

6. Other (describe):______________________________________________________________________________

a. Volume of work: (check one) weekly___ monthly___ quarterly___ yearly___ none___

b. Quality of legal work: 0.___ 1.___ 2.___ 3.___ N/A____

c. What training/experience/etc. does Vendor need to continue their professional growth in this area?

d. Comments:

Cost

7. Timely, current, accurate & complete invoices 0.___ 1.___ 2.___ 3.___ N/A____

Timeliness of Performance

8. Adherence to delivery schedule (major tasks, milestones) 0.___ 1.___ 2.___ 3.___ N/A____

Business Relations & Customer Satisfaction

a. Yes___ No____

EXHIBIT 2

VENDOR REFERENCES, cont’d Outside Legal Counsel Request for Proposals 240n

b. If yes, for which area of law? (check all that apply) federal securities law___ fiduciary responsibility___ contracts___ intellectual property___ state securities law___ Other (please list):___________________________

Comments: (Please use additional page if necessary)

Name of Individual Completing Form: _________________________________________________

Date:_____________

Organization:__________________________________Title:______________________________

Phone Number:__________________ Fax Number:_______________ Email address:______________________

RFP 240n Texas Prepaid Higher Education Tuition Board: Outside Counsel CPA CMD #26-8317VR Page 1 of 2

EXHIBIT 2

VENDOR REFERENCES, cont’d Outside Legal Counsel Request for Proposals 240n

Vendor Reference Evaluation Scoring

Excellent (3)

Satisfactory (2)

Marginal (1)

Unsatisfactory (0)

EXHIBIT 3

SAMPLE CONTRACT

OUTSIDE LEGAL COUNSEL CONTRACT

This agreement is entered into by and between the TEXAS COMPTROLLER OF PUBLIC ACCOUNTS (“Comptroller” or “CPA”), on behalf of the Texas Prepaid Higher Education Tuition Board (Board), 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.” All references in this Contract to “Comptroller” include “the Board.”

RECITALS

WHEREAS, on [Date], Comptroller, on behalf of the Board, issued Request for Proposals No. 240n (RFP) seeking proposals from qualified, independent attorneys and law firms to serve as outside counsel to the Board;

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 to the Board in the best interest of the Board; and

WHEREAS, in consideration of Outside Counsel’s compliance with all requirements of this Contract, the Board 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 the Board 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: Vet HUB Subcontracting Plan

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

Contractor 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.

Contractor 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 (Optional Periods), under the same terms and conditions set forth herein. Comptroller may also extend the term for up to a six-month transition period (Transition Term). 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 Period(s) and any Transition Term 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 Contractor 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.