Exhibit C, Sample OAG Outside Counsel Contract.pdf

OUTSIDE COUNSEL CONTRACT

OAG Contract No. _____________

This Agreement, including all Addenda (incorporated herein by reference), is hereinafter referred to as the “Outside Counsel Contract,” “Contract” or “OCC.” This Outside Counsel Contract is made and entered into by and between the ____________________________________________________________________ (“Agency”) and _________________________________________________________ (“Outside Counsel”).

The term “Parties” as used in this OCC refers to Agency and Outside Counsel and does not include the Office of the Attorney General of Texas (“OAG”). This OCC is made and entered into with reference to the following facts:

INDUCEMENTS

Whereas, Agency requires the assistance of outside legal counsel in carrying out its responsibilities;

Whereas, Agency has received prior approval from the OAG to contract for outside legal services;

and

Whereas, Outside Counsel desires to provide legal services to Agency, subject to the authority of the OAG.

AGREEMENT

Now, therefore, in consideration of the inducements, covenants, agreements, and conditions herein contained, the Parties agree as follows:

Section 1. Purpose/OAG Approval.

1.1 Purpose. Outside Counsel shall provide legal services to Agency, as described in Addendum A. Outside Counsel and Agency understand and agree to the OAG’s continuing authority and right to expand or limit the scope of legal services provided by Outside Counsel to Agency.

1.2 OAG Approval. The Texas Attorney General’s, or his Designee’s, signature on this OCC represents the OAG’s approval of Outside Counsel serving as legal counsel to Agency during the term of, and for the purposes expressed in, this OCC. Consistent with Section 402.0212 of the Texas Government Code, the OAG may withdraw, modify, or expand this approval at any time.

1.2.1 Litigation. Outside Counsel shall not represent Agency in any litigation unless Addendum A specifically and unambiguously authorizes litigation in a particular matter. If Addendum A does not specifically authorize Outside Counsel’s representation of Agency in a particular litigation matter and Agency requires such representation, Agency must request and receive OAG approval of a new Outside Counsel Contract for litigation, before filing or responding to litigation matters. If Addendum A specifically authorizes litigation in a particular matter, Outside Counsel has the duty to promptly notify Agency and the OAG of the desirability or likelihood of an appeal.

RFQ No. HHS0017298 v.2 Exhibit C

Sam ple

Outside Counsel Contract

1.2.2 Appellate Matters. Irrespective of any authorization to engage in litigation in this OCC, or in a writing outside of this OCC, Outside Counsel is not authorized to proceed on any appeal, in any capacity, whether interlocutory or otherwise, whether as appellant, appellee, respondent, applicant, or otherwise, without first obtaining the written permission of the Texas Attorney General, First Assistant Attorney General, or Solicitor General.

1.2.3 Prohibited Subject Matters. Outside Counsel is only permitted to represent or advise Agency in “environmental, social, and/or governance” (ESG) type matters or “diversity, equity, and/or inclusion” (DEI) type matters if expressly authorized in Addendum A and only in compliance with state laws as reflected in the written certifications identified in Addendum C.

1.2.4 OAG Review of Outside Counsel Invoice and Release of Payment. In addition to approval from the OAG to contract for legal services, unless the OAG has granted an exemption, Outside Counsel invoices must be reviewed and approved by the OAG pursuant to Subsection 402.0212(b) of the Texas Government Code and Title 1, Chapter 57 of the Texas Administrative Code prior to issuance of any payment by Agency to Outside Counsel.

Section 2. OCC Term.

This OCC shall commence on _______________________, and shall terminate on _______________________ (hereinafter “OCC Term”), unless terminated earlier pursuant to Section 7 of this OCC. The OCC Term may not be extended except by amendment pursuant to Section 8.12 of this OCC.

Section 3. Obligations of Outside Counsel.

3.1 Duties. Outside Counsel shall provide the professional legal services to Agency as described in Addendum A. Outside Counsel shall represent Agency and otherwise provide the professional legal services described in Addendum A with due professional care as required by applicable law, regulations, and disciplinary rules.

3.2 Staff. Outside Counsel is expected to perform valuable services for Agency, and the method and amount or rate of compensation are specified in Section 5 and Addendum B of this OCC. Outside Counsel staff and employees are expected to perform work of a type commensurate with their professional titles. Outside Counsel agrees that any person employed or engaged by Outside Counsel and who assists in performing the services agreed to herein shall not be considered employees or agents of Agency or the State of Texas.

3.3 Public Information, Confidentiality and Privilege. Outside Counsel acknowledges that information created or exchanged 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, and may be subject to required disclosure in a publicly accessible format pursuant to Section 2252.907 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 or work product that may be subject to disclosure under the Public Information

RFQ No. HHS0017298 v.2 Exhibit C

Act (e.g., invoices where incidental notation may tend to reveal litigation strategies or privileged information). Outside Counsel shall mark confidential or privileged attorney-client communications or work product as confidential or privileged. This Subsection shall not be interpreted to limit Outside Counsel’s duty to provide full disclosure to Agency (and the OAG as applicable) in Outside Counsel’s judgment in order to represent Agency with all due professional care and as required by applicable law or disciplinary rules.

3.4 Status. Pursuant to the standard of professional care owed to the Agency, Outside Counsel shall endeavor to keep Agency fully informed about all material matters relating to legal services provided under this OCC.

3.5 Subcontracting Authority. In the event Outside Counsel determines it is necessary or expedient to subcontract for any of the performances herein, or in support of any of those performances, Outside Counsel may enter into such subcontract(s) after obtaining express written approval from Agency. If Outside Counsel purports to enter into a subcontract without express written approval from Agency, the Parties agree that such contract shall be voidable at the option of Agency, and that Outside Counsel shall have no recourse against Agency, the OAG, or the State of Texas for any direct or indirect costs, damages, or any other expenses related to the subcontractor. The Parties agree that all such subcontracts entered into by Outside Counsel are subject to Section 4 (Liability), Subsection 5.2 (Reimbursement of Expenses), Subsection 5.3 (Subcontractor Payments), Subsection 6.2 (Subcontractor Invoices), and Subsection 6.5 (Supporting Documents, Right-to-Audit, and Inspection of Records) of this OCC. Furthermore, if Outside Counsel elects to enter into a subcontract for any legal services, then the Parties agree that Agency shall not be liable to Outside Counsel for any rates or rate ranges greater than, or inconsistent with, the highest rate or rate range specified in Addendum B unless prior written approval is obtained from Agency and the OAG. Any subcontracted legal counsel also must comply with Subsections 5.5 (Administrative Staff/Clerks) and 8.8 (Conflict of Interest) of this

OCC.

Outside Counsel agrees to comply with all state and federal laws applicable to any subcontractors, including, but not limited to, laws regarding wages, taxes, insurance, historically underutilized businesses, and workers’ compensation.

In no event shall this Section or any other provision of this OCC be construed as relieving Outside Counsel of the responsibility for ensuring that all services rendered under this OCC, and any subcontracts thereto, are rendered in compliance with all of the terms of this OCC. Subcontracted legal counsel shall not be third party beneficiaries of this OCC, nor shall they have any right to enforce the terms of this OCC as to Agency.

Section 4. Liability.

4.1 Limitation of Liability. Notwithstanding any other provision of this OCC, and consistent with the principles that Agency does not waive any immunity or impose financial liability on itself beyond that expressly permitted by law, the Parties stipulate and agree that Agency’s total liability to Outside Counsel, and for payment of all consideration for the full, satisfactory, and timely performance of all of Outside Counsel’s duties, responsibilities, and obligations, including without

RFQ No. HHS0017298 v.2 Exhibit C limitation, for (i) professional fees, and (ii) reimbursement of any costs and expenses incurred, if any, as set forth in this OCC or any other liability whatsoever arising out of any performance herein shall not exceed:

$_________________________________ for this OCC Term.

The Parties further stipulate and agree that any act, action, or representation by either Party, their agents, or their employees that purports to increase the liability of Agency is voidable by the OAG, unless this OCC is amended to modify this limitation of liability. Outside Counsel agrees that the OAG, the State of Texas and its agencies (other than Agency) shall have no liability arising out of this OCC, or in connection with the services of this OCC, to Outside Counsel.

4.2 Subject to Appropriation. The Parties acknowledge and agree that nothing in this OCC will be interpreted to create a future obligation or liability in excess of the funds appropriated to Agency.

Section 5. Compensation/Expenses.

5.1 Fees to Outside Counsel. Subject to the limitation of liability set out in Subsection 4.1 above and consistent with Title 1, Chapter 57 of the Texas Administrative Code, Agency agrees to pay Outside Counsel in consideration of full and satisfactory performance of the legal services under this OCC. Services for non-attorney timekeeper classifications listed on Addendum B, if applicable (e.g., paralegal, legal assistant, or patent agent), must be of a substantive legal nature in order to be paid or reimbursed. Outside Counsel agrees to the fee schedule as described in Addendum B.

5.1.1 Travel Billing Rate. As described in Addendum B, Agency will pay as a travel rate an amount not to exceed one-half (1/2) of an attorney’s or paralegal’s reasonable hourly rate under this OCC. In no event shall a travel rate exceed one-half (1/2) of the maximum hourly rate that is applicable to the attorney or paralegal.

5.2 Reimbursement of Expenses. Subject to the limitation of liability set out in Subsection

4.1 above, Agency will reimburse Outside Counsel for actual expenses incurred in the performance of the legal services described in Addendum A, if such expenses are reasonable and either necessary or advisable. Outside Counsel must provide copies of original receipts as evidence of actual expenditures. Limitations on the amount and type of reimbursement include the following, unless otherwise agreed upon by Agency in writing, in advance, and in accordance with Agency policy and relevant law:

5.2.1 Mileage. Agency will reimburse Outside Counsel for reasonable and necessary travel mileage at the per mile rate posted on the Texas Mileage Guide published online by the Texas Comptroller of Public Accounts pursuant to Section 660.043 of the Texas Government Code.

5.2.2 Meals. Agency will reimburse Outside Counsel for reasonable and necessary meal expenses at the rate of $____________ or actual expenses, whichever is less, for each timekeeper

RFQ No. HHS0017298 v.2 Exhibit C as listed in Addendum B for each day requiring overnight travel and on the return day of travel.

Agency will not reimburse Outside Counsel for the purchase of alcohol.

5.2.3 Lodging. Agency will reimburse Outside Counsel for reasonable and necessary lodging expenses. Texas lodging or overnight accommodations will be reimbursed at the lesser amount of the actual expense or $200.00 per timekeeper, as listed in Addendum B, per night. Out-of-Texas lodging or overnight accommodations will be reimbursed at the lesser amount of the actual expense or $250.00 per timekeeper, as listed in Addendum B, per night.

5.2.4 Airfare. Airfare will be reimbursed at the lesser amount of the actual expense or the regular published rates for airfares for commercial airlines. Agency will not reimburse Outside Counsel for expenses relating to first- or business-class airfare or any other expense related to premium or preferred airfare benefits.

5.2.5 Expert Services. Subject to Agency’s prior approval, Agency will reimburse Outside Counsel for the reasonable and necessary cost of expert services.

5.2.6 Other Reimbursable Expenses. Agency will reimburse the actual cost for other expenses if Outside Counsel provides a reasonable and sufficient explanation of the nature and purpose of the charge and the charge is reasonable and either necessary or advisable.

5.2.7 Non-Reimbursable Expenses. Agency expects Outside Counsel to anticipate and include routine operating expenses and disbursements as part of overhead and, therefore, part of a basic hourly rate or flat rate. Accordingly, Agency will not reimburse Outside Counsel for any such routine operating expenses or disbursements, including but not limited to the following:

routine copying and printing charges; fax charges; routine postage; office supplies; telephone charges unless related to teleconferencing services; local travel (within 20-mile radius of office including mileage, parking, and tolls) not relating to overnight travel; all delivery services performed by internal staff; electricity or other utilities; software costs or subscription fees; and internet or wireless access charges.

5.2.8 Gratuity. Agency will not reimburse Outside Counsel for tips or gratuities.

5.2.9 Reimbursement for Agency Employee Expenses. Agency will not reimburse Outside Counsel for the cost of expenses incurred by Agency employees.

5.2.10 No Mark-up. Outside Counsel may only be reimbursed for actual expenses.

Outside Counsel shall not be reimbursed for any mark-up or other overhead costs.

5.3 Subcontractor Payments. Subject to the limitation of liability set out in Subsection 4.1 above and Agency’s prior approval, Agency will reimburse Outside Counsel for the actual, reasonable and necessary expenses relating to Outside Counsel’s use of subcontractors. Outside Counsel shall be responsible for any payments and other claims due to subcontractors for work performed under this OCC. Outside Counsel, in subcontracting for any performances or in support of any of the performances specified herein (e.g., expert services, local counsel, and other

RFQ No. HHS0017298 v.2 Exhibit C services), expressly understands and agrees that Agency shall not be directly liable in any manner to Outside Counsel’s subcontractor(s).

5.4 Legal Research. Agency will only reimburse Outside Counsel for its reasonable and necessary expenses relating to legal research.

5.5 Administrative Staff/Clerks. Agency will only pay for substantive legal work performed by attorneys or other qualified personnel, regardless of the job title or classification applicable to such individual. For purposes of this Contract, “substantive legal work” has the same meaning as defined by the Texas Paralegal Standards adopted by the Board of Directors of the State Bar of Texas. Agency will not pay for law clerks or interns, however classified, under any circumstances.

Agency will not pay for administrative staff, such as secretarial support, librarians, case clerks, and accounting and billing clerks, for activities including but not limited to the following:

overtime, file opening, file organization, docketing, and other administrative tasks; and preparation of billing, invoice review, budget preparation, and communications regarding same or any other accounting matter. The OAG will not approve payment of any invoice if OAG determines, in its sole discretion, that the invoice includes a request for payment for services or expenses incurred that are administrative, clerical, or any other form of services other than substantive legal work.

5.6 Training. Agency will not pay for the education or training of attorneys, paralegals, or other staff of Outside Counsel, including assigning such staff on a transient basis to an Agency matter.

Section 6. Invoices for Payment.

6.1 General. Agency and Outside Counsel agree to abide by the administrative rules adopted by the OAG governing the submission, review, and approval of invoices found at Title 1, Chapter 57 of the Texas Administrative Code. Agency and Outside Counsel understand and agree that no invoice shall seek reimbursement for services performed or expenses incurred in violation of the provisions of this OCC. Agency and Outside Counsel further understand and agree that the OAG will not approve payment of any invoice if the OAG determines, in its sole discretion, that the invoice includes a request for payment for services that are prohibited by this OCC.

6.1.1 Billing Period. The billing period is the interval (e.g., monthly) which determines the frequency Outside Counsel will submit invoices to the Agency. The billing period for this OCC is specified in Addendum B. Unless otherwise specified in Addendum B of the Contract, a billing period defined as “monthly” shall begin with the first day of the calendar month and end with the last day of the calendar month.

6.1.2 Billable Time. Agency will only pay for the services of individuals and timekeeper classifications identified in Addendum B. All time must be billed in one-tenth hour or one-quarter hour increments and must reflect only actual time spent. Tasks referencing correspondence and filings must describe the document received or authored. Agency expects to be billed for the actual time it takes to modify standardized forms, filings, and/or correspondence for use on the matter being billed. Agency will not reimburse Outside Counsel for the time it originally took to prepare any such standardized documents. Agency will not pay for review, execution, and processing of the OCC and submission of invoices.

RFQ No. HHS0017298 v.2 Exhibit C

6.1.3 Submission of Invoices by Outside Counsel. Outside Counsel must submit invoices to Agency for review within one calendar month from the end of the relevant billing period covered by the invoice. Outside Counsel must submit invoices to Agency at:

6.1.4 Attorney General Review of Invoices. Agency shall submit invoices received from Outside Counsel to the OAG for review and approval, in accordance with Texas Government Code Section 402.0212(b). Agency must submit invoices and other related information to the OAG in the manner identified by the OAG on its website:

https://www.texasattorneygeneral.gov/divisions/general-counsel/outside-counsel-contracts

If Agency fails to comply with the requirements of Section 402.0212 of the Texas Government Code in its submission of invoices to the OAG for review, such invoices may not receive approval from the OAG.

Any invoices submitted directly to the OAG by Outside Counsel will not be reviewed. Outside Counsel must submit its invoices directly to Agency, in accordance with Subsection 6.1.3 of this

OCC.

6.2 Subcontractor Invoices. Subcontractor(s) shall directly invoice Outside Counsel, and Outside Counsel shall then invoice Agency for the work performed. The actual work performed by subcontractor shall be specifically identified in the invoice supported by attached documentation.

6.3 Prompt Payment. Payments to Outside Counsel by Agency under this OCC shall be in compliance with Chapters 402 and 2251 of the Texas Government Code and Title 34, Chapter 20, Subchapter F of the Texas Administrative Code.

6.4 Administrative Fee. Outside Counsel agrees that, pursuant to Subsection 402.0212(c) of the Texas Government Code and Title 1, Chapter 57 of the Texas Administrative Code, a non-refundable administrative fee is due to the OAG for the review of Outside Counsel invoices.

This fee is due within 30 days of the OAG’s approval of this OCC and for each biennium thereafter for the duration of the OCC Term. In the event that Outside Counsel fails to timely submit to the OAG the required administrative fee, any invoices shall be deemed incorrect and incomplete and not eligible for payment. Outside Counsel may not charge, or seek reimbursement from, the Agency for the payment of the administrative fee.

Checks or money orders must be made payable to the “Office of the Attorney General” and reference the identifying OCC number assigned by the OAG. Outside Counsel must submit the administrative fee to the following address:

RFQ No. HHS0017298 v.2 Exhibit C

Sam https://www.texasattorneygeneral.gov/divisions/general-counsel/outside-counsel-contracts

Outside Counsel Invoice Office of the Attorney General

P.O. Box 13175 Austin, TX 78711-3175

6.5 Supporting Documents, Right-to-Audit, and Inspection of Records.

6.5.1 Duty to Maintain Records. Outside Counsel shall maintain adequate records to support its charges, procedures, and performances to Agency for all work related to this OCC.

Outside Counsel shall also maintain such records as are deemed necessary by Agency, the OAG, the State Auditor’s Office, or federal auditors if federal funds are used to pay Outside Counsel, to ensure proper accounting for all costs and performances related to this OCC.

6.5.2 Records Retention. Outside Counsel shall retain, for a period of at least seven (7) years after the later of (i) the expiration or termination of this OCC or (ii) the resolution of all issues that arise from any litigation, claim, negotiation, audit, open records request, administrative review, or other action involving this OCC, such records as are necessary to fully disclose the extent of services provided under this OCC, including but not limited to any daily activity reports, time distribution and attendance records, and other records that may show the basis of the charges made or performances delivered.

6.5.3 Inspection of Records and Right to Audit. Outside Counsel shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all information related to Agency or the State of Texas’ property, services performed, and charges, such as work papers, reports, books, data, files, software, records, and other supporting documents pertaining to this OCC, for purposes of inspecting, monitoring, auditing, or evaluating by Agency, the State of Texas, or their authorized representatives. Outside Counsel shall cooperate with auditors and other authorized Agency and State of Texas representatives and shall provide them with prompt access to all of such property as requested by Agency or the State of Texas.

6.5.4 State Auditor. In addition to and without limitation on the other audit provisions of this OCC, pursuant to Section 2262.154 of the Texas Government Code, the State Auditor’s Office may conduct an audit or investigation of Outside Counsel or any other entity or person receiving funds from the State of Texas directly under this OCC or indirectly through a subcontract under this OCC. The acceptance of funds by Outside Counsel or any other entity or person directly under this OCC, or indirectly through a subcontract under this OCC, acts as acceptance of the authority of the State Auditor’s Office, under the direction of the Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit Committee, Outside Counsel or any other entity or person that is the subject of an audit or investigation by the State Auditor’s Office must provide the State Auditor’s Office with access to any information the State Auditor’s Office considers relevant to the investigation or audit.

Outside Counsel further agrees to cooperate fully with the State Auditor’s Office in the conduct of the audit or investigation, including providing all records requested. Outside Counsel shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through Outside Counsel, and the requirement to cooperate, is included in any subcontract it awards. The State Auditor’s Office shall at any time have access to and the right to examine, audit, RFQ No. HHS0017298 v.2 Exhibit C excerpt, and transcribe any pertinent books, documents, working papers, and records of Outside Counsel related to this OCC.

Section 7. Termination

7.1 Convenience of the State. Agency has the right to terminate this OCC, in whole or in part, without penalty, by notifying Outside Counsel in writing of such termination prior to the effective date of such termination. Such notification of termination shall state the effective date of termination. In the event of such termination, Outside Counsel shall, unless otherwise mutually agreed upon in writing, cease all services immediately, except such services that are necessary to wind-up, in a cost-effective manner, all services being provided. Subject to Section 4 of this OCC, Agency shall be liable for payments for all services performed under this OCC up to the effective date of termination, plus any necessary services to cost effectively wind-up.

In the event the OAG withdraws its approval of this OCC during the OCC term, then Agency, in consultation with the OAG, shall terminate this OCC for convenience.

7.2 Cause/Default. In the event that Outside Counsel commits a material breach of this OCC, Agency may, upon written notice to Outside Counsel, immediately terminate all or any part of this OCC. Termination is not an exclusive remedy but will be in addition to any other rights and remedies provided in equity, by law, or under this OCC.

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

7.4 Remedies and No Implied Waiver. Notwithstanding any exercise by Agency of its rights of early termination, Outside Counsel shall not be relieved of any liability to Agency for damages due to Agency by virtue of any breach of this OCC by Outside Counsel or for amounts otherwise due Agency by Outside Counsel. Additionally, any failure by Agency to enforce, or any delay in the enforcement of, any privileges, rights, defenses, remedies, or immunities detailed in this OCC or otherwise available to Agency by law will not constitute a waiver of said privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel.

7.5 Termination by Outside Counsel. Consistent with applicable rules of professional conduct, Outside Counsel may terminate this OCC upon reasonable notice for (i) material breach by Agency; or (ii) if such applicable rules of professional conduct require such withdrawal.

RFQ No. HHS0017298 v.2 Exhibit C

Section 8. General Terms and Conditions.

8.1 Independent Contractor. Outside Counsel agrees and acknowledges that during the OCC Term, Outside Counsel and Outside Counsel’s subcontractors are independent contractors of Agency or the State of Texas and are not employees of Agency or the State of Texas.

8.1.1 Responsibility for Acts and Omissions. Outside Counsel will be solely and entirely responsible for its acts and omissions and the acts and omissions of its agents, employees, subcontractors, and representatives in the performance of this OCC.

8.1.2 Responsibility for Employee Costs. Outside Counsel agrees and acknowledges that during the OCC Term, Outside Counsel shall be entirely responsible for the liability and payment for Outside Counsel or Outside Counsel’s employees or assistants, of all taxes of whatever kind, arising out of the performance of this OCC. Other than the payments described in this OCC, Outside Counsel agrees and acknowledges that Outside Counsel or Outside Counsel’s employees or assistants shall not be entitled to any State benefit on account of the services provided hereunder. Agency shall not be liable to Outside Counsel, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers’ compensation, or any benefit due to a state employee. If Agency or the State of Texas shall nonetheless become liable for such payments or obligations, Outside Counsel shall promptly pay or reimburse Agency or the State of Texas for such liability or obligation.

8.2 Assignment of OCC. Outside Counsel may not assign this OCC, or assign any right or delegate any duty under this OCC, and any attempted assignment in violation of this provision is void and without effect.

8.3 Survival. The obligations of Outside Counsel under the following Sections and Subsections shall survive the termination or expiration of this OCC: 3.3, 4, 5, 6.5, 7.1, 7.3, 7.4, 8.3, 8.7, 8.11, 8.13, and Addendum C, Section 8.

8.4 Copyright/Intellectual Property. Outside Counsel shall take reasonable measures to protect Agency from material risks of Agency liability known to, or reasonably anticipated by, Outside Counsel for any copyright or patent infringement or disclosure of trade secrets resulting from the use of any equipment, materials, information, or ideas furnished by Outside Counsel pursuant to this OCC (other than equipment, materials, information, or ideas supplied or required by Agency or its employees or other agents). Outside Counsel and Agency agree to furnish timely written notice to each other, and to the OAG, of any claim of copyright, patent, trade secret, or other intellectual property infringement arising out of services under this OCC.

8.5 Media Releases or Pronouncements. Outside Counsel understands that the OAG and Agency do not endorse any vendor, commodity, or service. Outside Counsel, its employees, representatives, agents, or subcontractors may not participate in any media event or news interview, or issue any media release, advertisement, social media post, publication, editorial, article, or public pronouncement that pertains to this OCC or the services or project to which this OCC relates, or that mentions the OAG or Agency, without the prior written approval of the OAG and Agency.

RFQ No. HHS0017298 v.2 Exhibit C

8.6 Written Notice Delivery. Any notice required or permitted to be given under this OCC by one Party to the other Party shall be in writing. Such notice shall be, (i) deemed to have been given immediately if delivered in person to the recipient’s address set forth in this Subsection; (ii) two business days from the date shown it was sent by express or priority commercial package delivery service; or (iii) if sent through the United States Postal Service (postage prepaid) by registered or certified mail with return receipt requested on the date of the USPS certificate of receipt.

8.6.1 Outside Counsel’s Address. The address for Outside Counsel for all purposes under this OCC and for all notices hereunder shall be:

8.6.2 OAG’s and Agency’s Addresses. The addresses for the OAG and Agency for all purposes under this OCC, except as provided by Subsection 6.4, and for all notices hereunder shall be:

Agency Address OAG Address

Outside Counsel Contract Coordinator Office of the Attorney General General Counsel Division (MC 074-1) Post Office Box 12548 Austin, Texas 78711-2548

8.7 Dispute Resolution. The dispute resolution process provided for in Chapter 2260 of the Texas Government Code shall be used, as further described herein, by Agency and by Outside Counsel to attempt to resolve any claim for breach of this OCC made by Outside Counsel.

Outside Counsel’s claims for breach of this OCC, that the Parties cannot resolve in the ordinary course of business, shall be submitted to the negotiation process provided in Chapter 2260, Subchapter B, of the Texas Government Code. To initiate the process, Outside Counsel shall submit written notice, as required by Subchapter B, to the Agency’s contact with a copy to the First Assistant Attorney General or designee. Said notice shall specifically state that the provisions of Chapter 2260, Subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of Outside Counsel and Agency otherwise entitled to notice under this OCC.

Compliance by Outside Counsel with Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, Subchapter C, of the Texas Government Code.

8.8 Conflict of Interest.

8.8.1 Payment Limitations. Neither local funds nor funds appropriated by the General Appropriations Act may be expended to pay the legal fees or expenses of Outside Counsel in

RFQ No. HHS0017298 v.2 Exhibit C representing Agency in any matter if Outside Counsel is representing a plaintiff in a proceeding seeking monetary damages from the State of Texas or any of its agencies. For these purposes, “proceedings seeking monetary damages” do not include actions for tax refunds, compensation for exercise of eminent domain authority, or reimbursement of costs of litigation and attorney’s fees.

In addition to the ongoing conflict of interest requirements included in Subsection 8.8.2 below, neither local funds nor funds appropriated by the General Appropriations Act may be used to pay the legal fees or expenses of Outside Counsel under this OCC if Outside Counsel currently represents, has represented in the six months preceding this OCC, or will represent in the six months following the termination of this OCC, a client before Agency.

8.8.2 Ongoing Disclosure Obligations. Outside Counsel shall regularly conduct conflicts analyses on its interests and those of its clients and any subcontractor and immediately disclose, in writing, to Agency and the OAG any actual or potential conflict with respect to Agency, OAG, or the State of Texas.

Outside Counsel has a continual and ongoing obligation to immediately notify the OAG and Agency, in writing, upon discovery of any actual or potential conflict to Agency, the OAG, or the State of Texas.

8.9 Taxes. This OCC shall not be construed so as to supersede the laws of the United States or the State of Texas that accord the State of Texas, Agency, and all departments, agencies, and instrumentalities of the State of Texas exemptions from the payment(s) of all taxes of whatever kind. To the extent allowed by law, Agency will provide, upon the request of Outside Counsel during this OCC Term, all applicable tax exemption documentation.

8.10 Signatories. Having agreed to the terms herein, the undersigned signatories hereby represent and warrant that they have authority to enter into this OCC and are acting in their official capacities.

8.11 Applicable Law; No Waiver of Immunity; Exclusive Jurisdiction and Venue. This OCC is made and entered into in the State of Texas, and this OCC and all disputes arising out of or relating to this OCC shall be governed by the laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or requirements.

Outside Counsel agrees that Agency and the State of Texas do not waive any immunity (including, without limitation, state or federal sovereign immunity). Outside Counsel further agrees that any properly allowed litigation arising out of or in any way relating to this OCC shall be commenced exclusively in a court of competent jurisdiction in Travis County, Texas. Outside Counsel thus hereby irrevocably and unconditionally consents to the exclusive jurisdiction of a court of competent jurisdiction in Travis County, Texas for the purpose of prosecuting or defending such litigation. Outside Counsel hereby waives and agrees not to assert: (i) that Outside Counsel is not personally subject to the jurisdiction of a court of competent jurisdiction in Travis County, Texas,

(ii) that the suit, action or proceeding is brought in an inconvenient forum, (iii) that the venue of the suit, action or proceeding is improper, or (iv) any other challenge to jurisdiction or venue.

RFQ No. HHS0017298 v.2 Exhibit C

8.12 Amendments. This OCC, including addenda hereto, may be amended only upon written agreement signed by the Parties and approved by the OAG.

8.13 Severability/Interpretation. The fact that a particular provision in this OCC is held under any applicable law to be void or unenforceable in no way affects the validity of other provisions, and this OCC will continue to be binding on both Parties. Any provision that is held to be void or unenforceable will be interpreted by the Parties or the courts to be replaced with language that is as close as possible to the intent of the original provision so as to effectuate the purpose of this OCC. Any ambiguous or conflicting terms shall be interpreted and construed in such a manner as to accomplish the purpose of this OCC.

8.14 Insurance Required. Outside Counsel certifies that it presently maintains malpractice insurance in an amount not less than Agency’s limitation of liability under Section 4.1 of this OCC.

Outside Counsel agrees to maintain at least this amount of insurance coverage during this OCC Term. Further, Outside Counsel agrees to give notice to Agency and to the OAG in the event any amount of malpractice insurance is canceled. Outside Counsel also agrees to furnish to Agency or the OAG certified copies of such insurance policies when requested. Outside Counsel agrees that no claim by Agency and the State of Texas for damages resulting from breach of Outside Counsel’s duties to Agency under this OCC shall be limited to the amount of malpractice insurance maintained by Outside Counsel.

8.15 Additional Terms and Order of Precedence. Any additional terms agreed to by Outside Counsel and Agency shall be electronically appended to this Contract and must be approved by the OAG. These terms shall not be inconsistent with or contrary to the Contract terms listed in Sections 1–8 and Addendum C of this OCC, and nothing in any additional terms or conditions shall remove or modify terms contained in Sections 1–8 and Addendum C. In the event of any conflict, ambiguity or inconsistency between any additional terms and conditions appended electronically hereto and Sections 1–8 and Addendum C of this Outside Counsel Contract, Sections 1–8 and Addendum C shall take precedence and control.

SIGNATURES FOLLOW

RFQ No. HHS0017298 v.2 Exhibit C

IN WITNESS THEREOF, THE PARTIES HAVE SIGNED AND EXECUTED THIS OCC.

Tax ID#

Approved:

By the Office of the Attorney General of Texas

Texas Attorney General or Designee

RFQ No. HHS0017298 v.2 Exhibit C

OUTSIDE COUNSEL CONTRACT

OAG Contract No. _____________

Addendum A

Scope of Services

RFQ No. HHS0017298 v.2 Exhibit C

OUTSIDE COUNSEL CONTRACT

OAG Contract No. _____________

Addendum B

Rates

Name(s) of Lead Counsel:

Default Classification. In an invoice submitted for review to the OAG, if an Attorney, Paralegal, or Legal Assistant timekeeper is listed in the invoice, but not expressly referenced in this Addendum B, then that timekeeper may be billed at either the lowest applicable rate for an Attorney, Paralegal, or Legal Assistant listed in this Addendum B, or the hourly rate listed in the invoice, whichever is lower.

Billing Period. The billing period for this OCC shall be:

Travel Rate. An attorney’s travel rate may not exceed one-half of that attorney’s hourly rate listed above. If no hourly rate is identified above or no travel rate(s) listed below, Outside Counsel may not charge Agency for time spent traveling on Agency matters.

RFQ No. HHS0017298 v.2 Exhibit C

OUTSIDE COUNSEL CONTRACT

OAG Contract No. ___________

Addendum C

Certifications and Warranties

By agreeing to and signing below, Outside Counsel hereby makes the following certifications and warranties:

1. Delinquent Child Support Obligations. Outside Counsel certifies that it is not ineligible to receive any grant, loan, or payment under this OCC pursuant to Section 231.006 of the Texas Family Code and acknowledges that this OCC may be terminated and payment may be withheld if this certification is inaccurate.

2. Buy Texas. With respect to any services purchased pursuant to this OCC, and pursuant to Section 21055.4441 of the Texas Government Code, Outside Counsel represents and warrants that it will buy Texas products and materials for use in providing the services authorized herein when such products and materials are available at a comparable price and within a comparable period of time when compared to non-Texas products and materials. This Subsection does not apply to Outside Counsel providing legal services located outside the State of Texas.

3. Gift to Public Servant. Outside Counsel warrants that it has not given, nor does it intend 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 award of this

OCC.

4. Franchise Tax. Outside Counsel certifies that its Texas franchise tax payments are current, or that it is exempt from or not subject to such tax, consistent with Chapter 171 of the Texas Tax Code.

5. Outside Counsel License/Conduct. Outside Counsel certifies that each attorney performing services under this OCC is an attorney in good standing under the laws of the State of Texas or the jurisdiction from which the attorney’s representation primarily occurs. Outside Counsel will notify Agency in writing within one business day of any lapse in an assigned attorney’s licensed status or any final disciplinary action taken against an assigned attorney. For the Lead Counsel(s) named in Addendum B, Outside Counsel will provide documentation of good standing from the state bar or the licensing authority of the jurisdiction in which the attorney resides and is licensed.

6. Debt to State. Outside Counsel acknowledges and agrees that, to the extent Outside Counsel owes any debt (child support or other obligation) or delinquent taxes to the State of Texas, any payments Outside Counsel may be owed under this OCC may be applied by the Comptroller of Public Accounts toward any such debt or delinquent taxes until such debt or delinquent taxes are paid in full.

RFQ No. HHS0017298 v.2 Exhibit C

7. Prohibited Bids and Contracts. Under Section 2155.004 of the Texas Government Code, Outside Counsel certifies that it is not ineligible to receive this OCC and acknowledges that this OCC may be terminated and payment withheld if this certification is inaccurate.

8. Compliance with State Law Contracting Provisions. Agency and Outside Counsel certify that this OCC is compliant, and will remain compliant, with any and all applicable laws governing contracts involving the State of Texas or its agencies, including, but not limited to, Sections 572.054 (Representation by Former Officer or Employee of Regulatory Agency Restricted; Criminal Offense); 572.069 (Certain Employment for Former State Officer or Employee Restricted); 2252.901 (Contracts with Former or Retired Agency Employees); 2252.908 (Disclosure of Interested Parties); and 2261.252 (Disclosure of Potential Conflicts of Interest;

Certain Contracts Prohibited) of the Texas Government Code.

9. Does not Boycott Israel. To the extent required by Section 2271.002 of the Texas Government Code, Outside Counsel certifies, by executing this OCC, that Outside Counsel either

(i) meets an exemption criteria under Section 2271.002; or (ii) does not, and will not during the term of this OCC, boycott Israel. Outside Counsel further certifies that no subcontractor of Outside Counsel boycotts Israel or will boycott Israel during the term of this Contract. Outside Counsel agrees to take all necessary steps to ensure this certification remains true during the term of this

OCC.

10. Foreign Terrorist Organizations. Outside Counsel certifies that neither Outside Counsel, nor any subcontractor of Outside Counsel, is a company under Section 2252.152 of the Texas Government Code with which Agency may be prohibited from contracting. Outside Counsel agrees to take all necessary steps to ensure this certification remains true during the term of this

OCC.

11. Limitation on Abortion Funding. Outside Counsel acknowledges and agrees that, under article IX, Section 6.24 of the General Appropriations Act, 88th Leg., R.S. (2023), and except as provided by that Act, funds may not be distributed under this OCC to any individual or entity that:

(1) performs an abortion procedure that is not reimbursable under the State of Texas’ Medicaid program; (2) is commonly owned, managed, or controlled by an entity that performs an abortion procedure that is not reimbursable under the State of Texas’ Medicaid program; or (3) is a franchise or affiliate of an entity that performs an abortion procedure that is not reimbursable under the State of Texas’ Medicaid program.

12. Contracting Information Responsibilities. Outside Counsel represents and warrants that, to the extent applicable, it will comply with the requirements of Section 552.372(a) of the Texas Government Code. Except as provided by Section 552.374(c) of the Texas Government Code, the requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to this OCC and Outside Counsel agrees that the OCC can be terminated if Outside Counsel knowingly or intentionally fails to comply with a requirement of that subchapter.

13. Excluded Parties. Outside Counsel certifies that it is not listed in the prohibited vendors list authorized by Executive Order No. 13224, “Blocking Property and Prohibiting Transactions

RFQ No. HHS0017298 v.2 Exhibit C with Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the United States Department of the Treasury, Office of Foreign Assets Control.

14. Executive Head of State Agency Affirmation. Under Section 669.003 of the Texas Government Code, relating to contracting with an executive head of a state agency, Outside Counsel represents that no person who served as an executive of Agency, in the past four (4) years, was involved with or has any interest in this OCC. If Outside Counsel employs, employed, or has used the services of a former executive of Agency, then Outside Counsel certifies that it has previously provided to Agency the following information: name of the former executive, the date of separation from the Agency, the position held with Outside Counsel, and the date(s) of employment with Outside Counsel.

15. No Conflicts of Interest. In addition to the conflict of interest requirements of Section 8.8 above, Outside Counsel represents and warrants that the provision of services or other performance under this Contract will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety under applicable Texas law.

16. Prior Disaster Relief Contract Violation. Under Sections 2155.006 and 2261.053 of the Texas Government Code, Outside Counsel certifies that the individual or business entity named in this OCC is not ineligible to be awarded this OCC and acknowledges that this OCC may be terminated and payment withheld if this certification is inaccurate.

17. Does not Discriminate Against Firearm and Ammunition Industries. Outside Counsel verifies that: (1) it does not, and will not for the duration of this OCC, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association. If circumstances relevant to this provision change during the course of this OCC, Outside Counsel shall promptly notify the Agency and the OAG.

18. Does not Discriminate Against Energy Companies. Outside Counsel verifies that: (1) it does not, and will not for the duration of the OCC, boycott energy companies. If circumstances relevant to this provision change during the course of this OCC, Outside Counsel shall promptly notify the Agency and the OAG.

19. COVID-19 Documentation. Pursuant to Texas Health and Safety Code Section 161.0085(c), a business in Texas may not require a customer 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 the business. Outside Counsel represents and warrants that it is in compliance with Texas Health and Safety Code, Section 161.0085 and is eligible, pursuant to that Section, to enter into a contract payable with state funds.

20. Critical Infrastructure Affirmation. To the extent applicable and pursuant to Texas Government Code Section 2274.0102, Outside Counsel certifies that neither it nor its parent company, nor any affiliate of Outside Counsel or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of a China, Iran, North Korea, Russia, or any other designated country, or (2) headquartered in China, Iran, North Korea, Russia, or any other designated country.

RFQ No. HHS0017298 v.2 Exhibit C

21. Human Trafficking Prohibition. Under Section 2155.0061 of the Texas Government Code, Outside Counsel certifies that the business entity named in this Contract is not…