ESBD_538117_1784056530223_RFP 240o TRAN Legal Services 7-8-26.docx

KELLY HANCOCK

ACTING TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP No. 240o) for Bond and Disclosure Legal Counsel Services for the Texas Comptroller of Public Accounts

TABLE OF CONTENTS

PART I

INTRODUCTION AND BACKGROUND

1.1 Introduction

The Texas Comptroller of Public Accounts (Comptroller) invites proposals from qualified, independent attorneys and law firms, who specialize in public finance law, to serve as legal counsel to Comptroller in connection with the issuance of Tax and Revenue Anticipation Notes, Commercial Paper Notes, or other debt instruments authorized under Chapter 404, Subchapter H of the Texas Government Code (the “Notes”).

All requisite services are referred to as “Services” in this RFP. Each individual or firm submitting a proposal (Proposal) in response to this RFP shall be referred to as a “Respondent.” The selected Respondent or Respondents, if any, are hereinafter referred to as the “Successful Respondent.” As a result of this RFP, Comptroller anticipates executing a contract with Successful Respondent to perform the Services (the “Contract”). Depending on the number and quality of the responses to this RFP, Comptroller intends to select two law firms, each of which may serve as either bond or disclosure counsel, or both, for each issuance of the Notes. The time and number of Contracts and all procedures relating to such Contracts are within the discretion of Comptroller.

Respondent’s Proposal is a legal offer to contract based upon the terms, conditions, and specifications set forth in this RFP, including the Sample Contract (Exhibit A).

1.2 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 accordance with Section 404.123 of the Texas Government Code, Comptroller may issue Notes for cash management purposes on behalf of the state. The Notes will be used to address temporary cash flow shortfalls in the state’s general revenue fund caused by timing differences related to revenues and expenditures. The initial Note issuance was in 1987. The most recent Notes issuance, Series 2020, received the highest ratings from the four major credit rating firms. No decision has been made regarding future Note issuances.

PART II

SCOPE OF WORK

As directed by Comptroller, Successful Respondent shall serve as bond and/or disclosure counsel for each issuance of the Notes. The Services for a particular Note issuance may vary depending on whether Successful Respondent has been designated as bond or disclosure counsel by Comptroller for that issuance. All Services will be provided as needed and as requested by Comptroller. The Services will include, but not be limited to, the following:

1. assist in making presentations to the Comptroller, state leadership staff or the State Cash Management Committee related to the issuance of Notes;

2. prepare or assist in preparing the Comptroller’s “Note Order” authorizing the issuance of the Notes;

3. prepare or assist in the preparation of the Preliminary Official Statement, the Final Official Statement, Notice of Sale or the Offering Memorandum, as applicable for each sale, including review of the information therein describing the Notes and the financing documents, the security of the Notes, the federal income tax status thereof, and render the customary opinions with respect to that information;

4. request and obtain the approval of the issuance of the Notes from the Office of the Attorney General and obtain the registration of the Notes;

5. assist in presentations to the rating agencies, credit enhancers, or prospective purchasers of Notes to the extent requested;

6. attend the bid auction and assist Comptroller staff in evaluation, recommendation, acceptance or rejection of bids;

7. prepare or assist in the preparation of any orders, agreements, documents or certificates as are customary and necessary to authorize, issue, sell, and deliver the Notes and any related credit facility;

8. provide legal advice and assistance on Texas law, federal tax law, federal securities law, and any regulations or requirements governing the issuance of the Notes;

9. advise on all actions necessary to comply with applicable laws, regulations, or requirements;

10. render a written legal opinion concerning:

a. the validity and binding nature of the Notes and the security for the Notes under Texas law, the tax status of the interest under federal income tax laws, the status of the Notes under federal securities law, and other matters consistent with the role of bond counsel; and

b. disclosure, upon request.

11. assist in scheduling, conducting, and executing the closing for the Notes;

12. assist in handling all disclosure issues relating to the Notes;

13. prepare, review, or file any IRS documents required by federal tax law and, if requested, any filings or documentation required or necessitated by state and/or federal securities laws;

17. attend all document sessions and other meetings to the extent required or requested;

18. provide advice and counsel on continuing compliance with state and federal laws applicable to the sale, issuance and covenants of the Notes, including ongoing tax and disclosure obligations;

19. supervise the printing, if any, execution, and delivery of the Notes to the purchasers, the printing and binding of the bond transcripts and, if requested, the Offering Memorandum or the Preliminary Official Statement and the Final Official Statement; and

20. provide legal support for all other matters necessary or incidental to the issuance of the Notes or other obligations.

PART III

GENERAL PROVISIONS

3.1 Authority

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

3.2 Comptroller Rights

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

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

3.3 Respondent Obligations

Respondents are responsible for any expense related to the preparation and submission of a Proposal. Comptroller shall not pay for any cost that is incurred by Successful Respondent prior to the effective date of the Contract. Qualified persons with the requisite experience are invited to submit Proposals in accordance with this RFP. Proposals must address all specifications listed in Part II.

3.4 Successful Respondent Obligations

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

3.5 Schedule of Events

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

Left intentionally blank.

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

July 28, 2026 - Deadline for Submission of Questions (2:00 p.m. CT)

August 4, 2026 - Electronic Posting of Official Responses to Questions

December 1, 2026 - Contract Execution (or as soon thereafter as practical)

January 1, 2027 - Services Begin

The times stated in this document refer to Central Time (CT) in Austin, Texas, where appropriate. Comptroller’s regular office hours are 8:00 a.m. to 5:00 p.m., Monday through Friday except national and official state of Texas holidays. All deadlines are subject to change at Comptroller’s sole discretion.

Notices of changes to items directly impacting the original RFP or proposal process will be posted on the ESBD located at: http://www.txsmartbuy.gov/esbd. Any amendment to this RFP will be posted as an addendum on the ESBD. It is the responsibility of interested parties to periodically check the ESBD for updates to 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.

3.6 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 shall not answer questions or otherwise discuss the contents of this RFP with any Respondents or their representatives. Failure to observe this restriction may result in disqualification of any pending or subsequent Proposal. This restriction does not preclude discussions unrelated to this RFP or assistance completing the required Veteran Heroes in Business Historically Underutilized Business (VetHUB) Subcontracting Plan (HSP). Except as otherwise indicated, all communications concerning this procurement must be in writing and addressed to the Issuing Office as follows:

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

3.7 Submission of Questions

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

3.8 Deadline for Submission of Proposals

An electronic copy of the Proposal must be received in the Issuing Office no later than 2:00 p.m. on the deadline set forth in the Schedule of Events. The email must be labeled with “RFP No. 240o” and include the name and address of Respondent in the body of the email. Late Proposals will not be considered under any circumstances.

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

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

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

3.9 Client Confidentiality; Open Records

All information gathered, produced, derived, obtained, analyzed, controlled or accessed by Respondent in connection with a Contract (Confidential Information), shall be and remain Confidential Information and shall not be released or disclosed by Respondent without the prior written consent of Comptroller, which consent must specifically identify the Confidential Information to be disclosed by Respondent and the nature of the disclosure for which consent is sought. Respondent 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. Respondent 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 privileged information). Respondent should mark confidential or privileged attorney-client communications as confidential. This subsection shall not be interpreted to limit Respondent’s duty to provide full disclosure to Comptroller as necessary in Respondent’s judgment to represent Comptroller with due professional care or as required by applicable law or disciplinary rules.

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

Respondent must execute and return with its Proposal a Nondisclosure Agreement with Comptroller, in the form of Exhibit D attached hereto.

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

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

3.10 Media Releases

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

3.11 Non-exclusivity

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

3.12 Term of Contract; Sample Contract

The initial term of the Contract shall begin January 1, 2027, or as soon thereafter as practical, and terminate December 31, 2028 (Initial Term). In accordance with the terms of the Contract, Comptroller has the option, in its sole discretion, to extend the Contract for two (2) additional periods, one year at a time, as follows: January 1, 2028, through December 31, 2028, and January 1, 2029 through December 31, 2029 (Optional Terms). Comptroller, in its sole discretion, may extend the Contract for six (6) months following the last period of renewal or for such additional time as Comptroller deems necessary to secure and transition to a new contract or provider with the same Contract provisions as applied during the immediately prior term (Transition Term). The “Contract Term” means the Initial Term plus any Optional Term(s) and/or Transition Term.

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

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

3.13 Compensation

All authorized fees and expenses for Services rendered in connection with an issuance of the Notes will be contingent upon the issuance of the Notes and will be paid solely from the proceeds of the Notes for that issuance.

3.14 Incorporation of Exhibits

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

PART IV

PROPOSAL FORMAT

4.1 Introduction

Each proposal shall contain a cover sheet with the following: “RFP No.240o” and the name and address of Respondent. The Proposal must contain an organized, paginated table of contents with hyperlinks corresponding to the sections and pages of the Proposal. Pages must be numbered consecutively.

Proposals must address each item be organized as described in Section 4.2 (Proposal Minimum Requirements and Organization). Proposals not containing all information requested in Section 4.2 or organized according to Section 4.2 may be subject to disqualification. Conciseness and clarity of content are required; vague and general Proposals may be considered non-responsive and may result in disqualification. Proposals must be complete; failure to provide all required information may result in the disqualification of the Proposal.

ALL EXHIBITS TO THIS RFP ARE PREPARED EXCLUSIVELY FOR THIS RFP. RESPONDENT’S SUBMISSION OF OTHER EXHIBITS OR DOCUMENTS, INCLUDING PRIOR RFP EXHIBITS, MAY RESULT IN DISQUALIFICATION OF THE PROPOSAL.

4.2 Proposal Minimum Requirements and Organization

Proposals must be organized as follows:

a) Transmittal Letter;

b) Executive Summary;

c) Table of Contents;

d) Respondent Identifying Information;

e) Proposed Subcontractor(s) Identifying Information;

f) Respondent Qualifications and Experience;

g) Proposed Personnel;

h) Respondent Narrative;

i) Insurance;

j) Financial Statements;

k) Execution of Proposal;

l) Veteran Heroes in Business Historically Underutilized Businesses Subcontracting Plan;

m) Criminal Conviction Certification;

n) Nondisclosure Agreement;

o) Conflict of Interest Statement; and

p) Certification of Public Nature of Proposal.

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

4.2.A Transmittal Letter

Respondent must submit a transmittal letter that identifies the entity submitting the Proposal and includes a commitment by that entity to provide the Services. The transmittal letter must state that the Proposal is valid for one hundred eighty (180) days from the deadline for delivery of Proposals to Comptroller. Any Proposal containing a term of less than one hundred eighty (180) days for acceptance from this deadline will be rejected as non-responsive.

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

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

4.2.B Executive Summary

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

4.2.C Table of Contents

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

4.2.D Respondent Identifying Information

Respondent must provide the following identifying information:

(1) name and address of business entity submitting the Proposal;

(2) names of all principals;

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

(4) state of incorporation or organization and principal place of business;

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

(6) name, business address, business telephone number, cell phone number, email address, and fax number of Respondent’s principal contact person regarding the Contract;

(7) Respondent’s Federal Employer Identification Number (“FEIN” or “EIN”) and Texas Tax Identification/Registration Number, if any;

(8) all affiliated companies and subsidiaries, or any joint ventures or other affiliations;

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

(10) detail of any firm ownership changes which have occurred in the last five (5) years, including changes pending; and

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

4.2.E Proposed Subcontractor(s) Identifying Information

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

4.2.F Respondent Qualifications and Experience

1. Experience

Respondent must include a detailed overview of Respondent’s experience providing the Services in its Proposal, with a particular emphasis on serving governmental entities. Respondent must demonstrate its knowledge of and experience with activities relevant to the Services. Respondent must provide a detailed profile that describes the following:

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

b) the general nature of previous similar work performed, particularly work in the last three (3) years;

c) depth and length of experience with public sector entities; and

(5) any other information Respondent believes is pertinent to this RFP.

2. Cancellations, Terminations, and Non-renewals

Respondent must list all contracts or purchase orders that Respondent executed or accepted within the last five (5) years and which were canceled, terminated, or not renewed prior to completion by any state agency or other entity with which Respondent contracted. For each such contract or purchase order, Respondent must include a detailed explanation for the cancellation or termination and final resolution of the matter as well as the names and telephone numbers of each such agency's or firm’s contact person. If none, specify none.

3. Vendor References

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

· client name;

· client contact person, address, and telephone number;

· complete description of the work performed and deliverables provided;

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

· specific description of results achieved.

Comptroller shall not be limited to contacting only the reference provided by Respondent. Comptroller reserves the right to contact other agencies or entities with which Respondent or its subcontractors are currently or have previously conducted business and to consider those response in the RFP evaluation process. Comptroller is not obligated to contact Respondent in the event incomplete reference information is submitted in the Proposal. Consequently, Respondent’s failure to provide all or part of the requested reference information in its Proposal may be reflected as a score of “0” for the applicable evaluation criterion.

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

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

(2) a five (5)-year employment history;

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

(4) a specific indication of what role the individual will have in this project, and

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

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

Résumés must present the required personnel information in sufficient detail to provide Comptroller with a convincing indication that the personnel involved can successfully provide the required Services. The key personnel, as identified in the Proposal, are considered to be essential to the Services. Comptroller reserves the right, in its sole discretion, to approve each member of the team and to request substitutions. All replacements of personnel must be of equal or superior experience or skill as the person replaced.

4.2.H Respondent Narrative Respondent must prepare and include a narrative explanation of how the offered services will meet the requirements of this RFP. In its narrative, Respondent may also concisely describe any additional features, aspects, or advantages of its services in any relevant area not covered elsewhere in its Proposal.

4.2.I Insurance

In its Proposal, Respondent must provide a statement of its intent to obtain and maintain for the term of the Contract the minimum insurance coverage specified in the Sample Contract. Respondent should also describe other insurance coverage maintained by Respondent in the ordinary course of business and provide proof of same in its Proposal. Proof of insurance coverage may be provided in the form of current certificates of insurance.

4.2.J Financial Statements

In its Proposal, Respondent and its parent company, if applicable, must provide evidence of financial stability by providing audited financial statements for each of the last two (2) years of Respondent’s operations or, in the alternative, financial statements compiled, reviewed and attested by an independent certified public accountant or certified public accounting firm.

In lieu of providing the financial statements described above in its Proposal, a Respondent may provide a statement regarding the Respondent’s financial stability and viability to perform under a Contract. If Respondent elects this approach rather than audited financial statements, the Respondent must submit a statement, with appropriate supporting documentation, sufficiently detailed to demonstrate financial solvency, and to verify the capacity to fulfill the requirements of this RFP.

4.2.K Execution of Proposal

Exhibit B must be completed and signed by Respondent.

4.2.L Veteran Heroes in Business Subcontracting Plan (VetHUB) (only if total value $100,000 or more)

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code §20.285, each state agency that considers entering into a contract with an expected value of $100,000 or more over the life of the contract (including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and require a Veteran Heroes United in Business (VetHUB) Subcontracting Plan (HSP).

CPA has determined that subcontracting opportunities are probable and requires Respondents to complete the state of Texas VetHUB Subcontracting Plan (HSP) form located at: https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

Comptroller has determined that this procurement falls under the following category:

Special Trade Construction ___ Professional Services Other Services x Commodities ___

The HSP form is also posted to the ESBD as separate Bid Package #2 under this RFP. Comptroller has identified the possible subcontracting opportunities on the “Agency Special Instructions/Additional Requirements” portion of the state of Texas VetHUB HSP form set forth below, as well as the Commodity class and item codes:

- - Agency Special Instructions/Additional Requirements - - The Texas Comptroller of Public Accounts is committed to increasing contracting opportunities with Vet HUBs by contracting directly with VetHUBs or indirectly through subcontracting opportunities in compliance with Chapter 2161 of the Texas Government Code.

A bid/proposal/offer to a solicitation with an expected value of $100,000 or more must contain a completed HSP and supporting documentation to be considered responsive. CPA may reject an HSP that was not developed in good faith or completed. After Contract award, Successful Respondent may be subject to debarment pursuant to Section 2161.253(d) of the Texas Government Code if any modifications are made to the HSP without PRIOR approval from CPA.

For assistance in completing the HSP, Respondent may visit the following website: https://comptroller.texas.gov/purchasing/vendor/hub/. The HSP is available as part of this solicitation package on the ESBD website, available at: http://www.txsmartbuy.gov/esbd. Respondents may send an HSP review request to the CPA Contact Person provided in this solicitation. CPA will provide a courtesy HSP review if the request is received no later than the date questions are due for this solicitation.

If Respondent is not subcontracting any portion of the Contract, Sections 1, 2(a), 3 and 4 of the HSP must be completed. If Respondent is subcontracting some portion of the Contract, the supporting documentation of “Good Faith Effort” must be demonstrated in either Method A (Attachment A) or Method B (Attachment B) of the HSP.

The Texas Comptroller of Public Accounts requests all Respondents to consider utilizing VetHUBs in subcontracting areas listed below; however, this list should not be considered exhaustive.

4.2.M Criminal Conviction Certification

Respondent must complete, sign and date, and return Exhibit C with its Proposal.

4.2.N Nondisclosure Agreement

Respondent must complete, sign and date, and return Exhibit D with its Proposal.

4.2.N Conflict of Interest Statement

Respondent must prepare, sign and date, and return Exhibit E with its Proposal.

In its Proposal, a Respondent must represent and warrant to Comptroller that it and each of its subcontractors 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. Respondents that cannot make this representation and warranty should not respond to this RFP.

Respondent must disclose any existing or potential conflicts of interest or possible issues that might create appearances of impropriety relative to the submission of a Proposal from Respondent and its possible selection as Successful Respondent, or its performance or the performance of its proposed subcontractor(s) of the Contract.

As part of this disclosure requirement, each Respondent must include in its Proposal all past and present contractual, business, financial or personal relationships between Respondent and Comptroller and between Respondent’s proposed subcontractors, if any, and Comptroller. For purposes of this disclosure requirement, (i) “past” is defined as within the two (2) calendar years prior to the deadline for submission of Proposals; (ii) “Comptroller” is defined as the statewide elected official who heads the agency as well as the agency’s employees or recent former employees; and (iii) “recent former employees” are defined as those Comptroller employees who have terminated agency employment within the two (2) calendar years prior to the deadline for submission of Proposals. For each item, Respondent must provide a detailed explanation of why Respondent does or does not believe such item poses a conflict of interest, potential conflict of interest, or appearance of impropriety issue relative to Respondent’s submission of a Proposal, possible selection as Successful Respondent or its performance of the Contract.

For purposes of this RFP, “personal relationship” is defined as a current or past connection other than a clearly contractual, business, financial, or similar relationship and includes family relationships or other connections outside simply providing a Proposal. For this purpose, “family relationship” means a relationship within the third degree of consanguinity or second degree of affinity (see Chapter 573 of the Texas Government Code) which defines these degrees of consanguinity and affinity. Connections other than such family relationships fall within this definition and must be disclosed if a reasonable person could expect the connection to diminish Respondent’s independence of judgment or effectiveness in the performance of Respondent’s responsibilities to Comptroller or the State under the Contract. Connections also fall within this definition if a reasonable person could expect the connection, within the overall context of Respondent’s submission of a Proposal, possible selection as Successful Respondent, or its performance of the Contract, to create an issue for the agency’s consideration relative to a potential appearance of impropriety or conflict of interest. Connections also fall within this definition if the relationship is with Comptroller or other state of Texas employee with authority to make decisions or recommendations on state contracting or procurement or this RFP. For purposes of this provision, those persons with authority to make decisions or recommendations are those persons who fall within the definition of “purchasing personnel” in Section 2262.004(a)(2) of the Texas Government Code.

In submitting a Proposal, a Respondent affirms that 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 or any employee or representative of same, in connection with this procurement.

Respondents must disclose any proposed personnel in the Proposal or who will provide Services who are current or recent former employees of Comptroller or the state of Texas. Recent former employees are defined above.

Disclosures under these provisions are information that will be evaluated by Comptroller. However, all information provided will not necessarily lead to a restriction or disqualification. Issues will be considered on a case-by-case basis in the best interests of the state of Texas. If a Respondent is in doubt about whether information should be disclosed, Respondent should consult its legal counsel. Failure to disclose any required information under these provisions may be cause for Proposal disqualification or termination of the Contract. Comptroller reserves the right, in its sole discretion, to determine if an issue should result in Proposal disqualification or termination of the Contract. If circumstances change or additional information is obtained subsequent to submission of Proposals, Respondent’s duty to disclose under these provisions continues under the term of the Contract and does not end with submission of a Proposal or receipt of Contract award.

4.2.O Certification Regarding Public Nature of the Proposal

Exhibit F must be completed and signed by Respondent and returned with its Proposal.

4.2.P Information and Cybersecurity Requirements

Respondent shall include the following information in its Proposal:

a. Compliance with CPA Data Safeguard Standards. Respondent shall describe its approach and methodology for meeting the requirements in Section 7.54 (CPA Data Safeguard Standards) (a) through (k) of Exhibit A (Sample Contract). Respondent must address each item; if an item is required after the Effective Date, Respondent must verify that it will comply within the timeframe indicated for that item.

b. Data Security Breach History. Respondent shall disclose any ransomware security incidents and data security breach incidents, including pertinent, public information describing the breach such as the date of the incident, date of incident discovery, cause of the incident, and remediation efforts undertaken by Respondent.

c. System Development Life Cycle. Respondent shall provide a written description of its system development lifecycle that addresses security engineering methods, software development methods, testing/evaluation/validation techniques, and quality control processes.

PART V

PROPOSAL EVALUATION AND SELECTION

5.1 Evaluation Process

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.

5.2 Scoring Criteria

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:

Respondent’s Demonstrated Competence, Knowledge, and Qualifications: 100%

5.3 Respondent’s Past Performance

Comptroller may conduct reference checks with other entities regarding past performance. In addition to evaluating performance through the Vendor Performance Tracking System (VPTS) as authorized by 34 Texas Administrative Code §20.115, Comptroller may examine other sources of vendor performance, including, but not limited to, notices of termination, cure notices, assessments of liquidated damages, litigation, audit reports, and non-renewals of contracts. Such sources of vendor performance may include any governmental entity, whether an agency or political subdivision of the state of Texas, another state, or the Federal government. Further, Comptroller may initiate such examinations of vendor performance based upon media reports. Any such investigations shall be at the sole discretion of Comptroller, and any negative findings, as determined by Comptroller, may result in a non-award to Respondent. VPTS information is located on Comptroller’s website at:

https://comptroller.texas.gov/purchasing/programs/vendor-performance-tracking/.

5.4 Protest Procedures

Respondents must use the protest procedures adopted by Comptroller at 34 Texas Administrative Code §1.72 in the event of a protest.

EXHIBIT A

SAMPLE CONTRACT

CONTRACT

BY AND BETWEEN THE COMPTROLLER OF PUBLIC ACCOUNTS

AND

[OUTSIDE COUNSEL]

FOR

BOND AND DISCLOSURE LEGAL COUNSEL SERVICES

This agreement is entered into by and between the Texas Comptroller Of Public Accounts (“Comptroller” or “CPA”), an agency of the state of Texas located at the LBJ Building, 111 E. 17th Street, Austin, Texas 78774and [Successful Respondent] (Outside Counsel), located at [address] (each a “Party” and collectively, “the Parties”). 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. 240o (RFP) seeking proposals from qualified, independent attorneys and law firms, who specialize in public finance law, to serve as legal counsel to Comptroller in connection with the issuance of Tax and Revenue Anticipation Notes, Commercial Paper Notes, or other debt instruments authorized under Chapter 404, Subchapter H of the Texas Government Code (the “Notes”);

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 Attachment 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…