OFFICE OF ATTORNEY GENERAL STATE OF OKLAHOMA January 8, 2018 Nicole Flemming DOC 3400 Martin Luther King Ave. Oklahoma City, OK 73111 Re: Request for Legal Representation by Private Attorney AG Form 20i-2 Contract No.: F-18 115 Transaction No.: T-18 251 Dear Ms. Flemming: The Application for Approval of Proposed Contract for Employment of Private Attorney(s) which was submitted to the Of?ce of the Attorney General has been accepted for ?ling. You may use the ?le-stamped original we are returning as evidence of this acceptance. If you have any questions, please do not hesitate to contact me or my assistant, Leesa Myers at 522~2946. Sincerely, KMMIQ 0% Kindanne C. Jones Deputy Attorney General Litigation Unit Enclosure .313 NE. 215T STREET - OKIAHOMA Cm: OK 73105 (405) 521-3921 FAX: (405) 521-6246 1., recycled paper IAG RECEIPT Date Stampkoa rneJ? Approva Date Ol?ney 0 3? RECEIVED 5% 1 t3. 0 1 9 2017 i 0 05:39 9. 129-;- 9 Contract No: a Transaction No: T- \22 OFFICIAL USE - DO NOT WRITE ABOVE THIS APPLICATION FOR APPROVAL OF PROPOSED CONTRACT FOR EMPLOYMENT OF PRIVATE UNDER 74 0.8. SUPP. 1998, 20i USE THIS FORM WHEN TOTAL COST OF THE TRANSACTION WILL EQUAL OR EXCEED $20,000.00. ALL SUCH CONTRACTS MUST BE APPROVED BYTHE OFFICE OF ATTORNEY GENERAL. Name of Agency or Of?cial; OKLAHOMA DEPARTMENT OF CORRECTIONS Address: 3400 Martin Luther King Ave. Agency No: 131 OKC. OK 73111 Fax No: Phone: 405/425-2515 Contact Person: Nicole Flemming Email Address REQUIRED INFORMATION (You may attach additional sheets if necessary) A. Attorney?s Name: (Each individual attorney including associates must be indicated; firm names will not suffice) Name; Craig A. Fitzgerald Bar No. 15233 Firm: GableGotwals (If Applicable) Address: 100 w. 5111 31. City: ?1'53 State: 0K Zip: 74103 Phone: 91859544800 Fax: 913/595-4990 E-mail Add ress: Page 1, AG Form 20l-3 (June 2007) - Prior forms are obsolete. (Note: Current Forms can be downioaded from AG web site at G. Please identify any previous or related contracts concerning this case, transaction, or matter and the ?scal year In which such contracts were entered: No other contracts. The Attorney General's had been providing representation until an event causing a con?ict occurred H. Section 20i of Title 74 requires a determination that the Attorney General is unable to represent the agency or of?cial due to: 1 . conflict of interest 2. lack of personnel, or 3. lack of expertise to provide the specific representation. Please state the grounds upon which this Application is predicated and provide speci?c and detailed Information, including pleadings or other materials that support approval by this office upon the grounds asserted. Perverbal notice from the Attorney Gemral's O?ice. 000 was advised that the Attorney General's of?ce had a con?ict of interest in this case (wherein it had been providing representation) in light of an opinionlssued by the Attomey Generai which con?icted with the position of DOC. In light of said opinion, the Attorney Generate of?ce is unable to represent the position of DOC and the named defendants as it would likely require the Attorney General's of?ce to . argue a position In con?ict with said opinion by the Attorney General. See 2017 OK AG 3. AGENCY HEAD OR OFFICIAL Signature David A. Cincotta Decembar19.2017 (Type Name) (Date) PLEASE SUBMIT ORIGINAL TO: Office of Attorney General Attn: 20i Coordinator 313 N. E, Zist Street Oklahoma City, OK 73105 If approved, the original will be returned to you with an appropriate approval date stamp. (REVISED star) . I Page 3. AG Form 20l?3 (June 2007) - Prior forms are obsolete. (Note: Current Forms can be downloaded from AG web site at B. Citation of authority that permits the hiring of private attomey(s) by this agency or of?cial: Section 503.1 oletie 57 of the Oklahoma Statutes. C. State the nature and scope of representation (Please describe the case. transaction or matter and attach any pleadings and the proposed contract): Oklahoma County District Court case number CV-2017-684 (3000 of Tulsa County at al. vs. The State of Oklahoma ex rel. Oklahoma Department of Corrections. at Representation will consist 0! representing the named defendants In the case referenced above and the interests of the Department at Corrections. Including any appeals that are. or may need to he, ?led. D. State the reason(s) for not utilizing an ln-house or staff attorney for this matter: This case ls expected to require resources beyond which ln-house counsel are equipped to handle while continuing the manage the docket of cases handled by ln-house counsel and the other matters that In-housa counsel are required to address. E. State the total anticipated costs of proposed representation (This includes all amounts that you anticipate may be paid in this matter and is not limited to the current fiscal year): it is too dif?cult to determine at this stage. if this matter were to proceed to trial and a subsequent appeal. this matter could well exceed $20,000.00 1. Describe method of calculating fee. including applicable hourly rate of each attorney, paralegal, legal assistant or other person who will perform services: (NOTE: Each attorney must have previously ?led a schedule of fee on Form 20i-1 with the Attorney General.) hourly rate as provided In attached contract ll. Describe method of calculating any other expenses to be reimbursed bythe agency underthis contract photocopies. travel, long distance, etc.): Paralegal to charge hourly rate 015110.00 F. State the date the contract begins and the duration of the case. transaction or matter: Contract covers a period of Oct. 18. 2017 through June 30. 2018 with options to renew. i If the contract is a multi-year contract state whether the contract contains a non-appropriation clause. if the contract does not contain a non-appropriation clause please state the exemption for not including a non-appropriation clause: There Isaclause (27) that provides for the event of the unavailability of funding. Page 2. AG Form 20i-3 (June 2007) - Prior forms are obsolete. (Note: Current Forms can be downloaded from AG web site at Gregory Metcalfe Name: Bar No_ 1 9526 Firm: GableGotwals (if Applicable) Address. 2.11 N. Robinson Ave. Ste. N1500 City; Oklahoma City State, OK ZIP. 7.3102 . Phone. 405/235-5578 Ema? Address: gmetcalfe@gablelaw.com Elizabeth F. Cooper Name: . .Bar No. 31 026 Firm: GableGotwals (lf Applicable) Address: - 211 Robinson Ave., Ste. N1500. . City; Oklahoma Clty StatezoK Zip: 731 02 .- iahone: 405/568-3304 Fax: E-mail Address: eCOOper@gablelaw.com Name. Katherine McDonald FEIISSN: Bar- No. 32064 Fm GableGotwals (If Applicable) Address: 100 W- 5th St- City: State: OK Zip: 741 03 phone. 918/595-4839 Faxcg18/595'4990 E?mall Address, kmcdonald@gablelaw.com Name: Justin Lollman FEIISSN: Bar No_ 32051 GableGotwals Firm: (If Applicable) Address: 100 W. 5th St. any; Tulsa StatepK Zip:74103 Phone: 918/595-4816 Fax: Email Address; jlollman@gablelaw.com . 3.2. DOG's Duties --.32 1..- Provide assistance through In house resources such - as Investigations. ?le research.- reproduction and similar tasks. 3. 2. 2. Relmburse Contractor for travel expenses at a rate equal- to that of state. employees. no out of state expenses will be- paid. without prior Wilton approval by D00. 3. 2 3. ISh'ail bear all expenses of trial preparation; Including but not limited to. travel as noted above. necessary long distance telephone expenses; reproduction costs. expert witness fees and other similar Items of expense at their actual coat. 3. 2. 4.: Expenses shall be paid upon receipt of- Itemized statement.- mm The Contract shall be in effect for a period beginning October 19,. 201 and ending . on June 30. 2018. The contract shall be eligible for additional renewal periods; in . order for the contract to- be renewed for an additional 12 month period. the parties -- must agree to such reneWal In writing. Determination of a- -renewal shall be based- upon continuing need for the - services provided contract, the satisfactory performance of: said services by,? - the Contractor. and the availability of funding. 5. Pament Terms: . In consideration of- the satisfactory performance of the. above said scope at work - DOC agrees to pay the Contractor in accordance with tl'iefoilowtng payment tenns: CralgA. Fitzgerald - $270.00; . Gregory Metcalfe $270.00 Elizabeth F. Cooper $240.00 . Katherine McDonald $225.00 - Justin-Lollrnan $225.00, Paralegal $110.00 a I I a - The Contractor shall submit Itemized invoices on a 10.01011 basis. The Invoice ?shall include current charges for the applicable time period covered and earth line- . - item shall include the following: . . 0 Date of service 0 Type of service completed 0 Contract unit price for each type of service and the extended total . Professional Servlae: Contract- Ga?bietiomis - .. Pagezl . by?ilne. 0 Current invoice total of 'all line totals The DOC cannot pay- from a balance forward statement. Each Invoice must be itemized; The invoice heading shall reference the Contractor?s name. - remittance address. and the contract purchase ?order number. The time in Which DOC has to pay a properly submitted invoice shall be iri- accordance with 62 0; .S- i - 34.72. and Doc shall pay interest for late payments In acocrdance with Section $4.72. if DOC discovers errors or omissions. the invoice shall be returned to the - contractor for corrections. as soon as the. errors or omissions .are discovered. ?The time clock- for payment of same shall commence again when the corrected 'billing has been received by DOC. - _dva? Prohib No payments In advance of or in anticipation of goods or services to be provided - l? I under this contract will be made by the Doc .10. -. - . At no time. during the? performance of this contract -'sha'll'the Connector- have the - authority to obligate DOC for payment of any goods- or services over and above I the awarded. contract. If the need- arises for goods or. services over- and above the. contract for this project. Contractor shall cease the. project and contact the DOC Contract Monitor. . The Contractor. agrees- .to remain appropriately traihed' and skilled to provide the services under. this contract and to maintain an unrestricted certificationlilcense - by the appropriate certifying or licensing board? Contractor. hereby certifies. that - the attomeys; to peiform services under this contract -on behalf of Contractor are- - licensed/certi?ed to practice Law' In the State of Oklahoma. The Contractor shall, - be required to notify" DOC immediately if at any time duringthe' term at this contract. any attorney performing services under this contract has his/her license/certificate - suspendedp revoked tenninated. or- -If- an attorney is deemed to no longer be' in' - 3 'good standingwith the Oklahoma Bar Association. . . This contract. including referenced attachments. represents all- the terms and -.conditlons. agreed upon by the parties. No other understandings. or representations. oral or otherwise. regarding the subject matter of this contract shall? be deemed to exist or to bind any of the parties hereto. In the :event of a con?ict between this Professional Services Contract and the Engagement Letter- (AttachmentZ) regarding one or more speci?c terms. the terms of the Engagement - L'etter?sh?all control. ?shEWh connect-camerms" - Page3 - Any modi?cations- or amendments-to this contract must be ln?Iwrltihg. executed by . . the parties and speci?cally referencing. this contract. .. 1.2. . territlnate-thls contract for any reason it:.deterrhines is in its best. . interest to do so. written noti?cation to the pontractor, at least thirty-(39) . ?days prior to;the' effective date of the termination; .13.. ?r - 'lJpo'n knowledge of a'materlal-bre'ach by the Contractor. shall either: .- 1. Provide an opportunity for the'Contraotor to cure the breach or'e'nd; the violation and then tenhinategthis contract if the Contractor does: not cure-the-breach or end the violation within the tithe-specified by .the or . .2, Immediately terminate this contract-Iii the; Contractorhas breached a- - material-term herein; and cure is, not- possible: Iennlnatlon dueEto? .m'ate'rl'ali breach: will 'not be an exclusive remedy. butmill pe'ln . - addition to any other rights and remedies provided 'for by law. 44-: Wager The Contractor she'll neither assign nor transfer any'interest in 'this':contract whatsoeveriwlthout the .prior written consent of'the an assignment is: made" Without the consent required herein. .Upon the - datethe assignment is madeand no payments ?byDOp will thereafter: be' dueito 'any party. . 15i Prior to commencing work or services under thiscontract. the'co'ntractor shall- -fumish Ito DOG-Certificates of Insurance. ls'su'ed required coverage. conditions-and limits set forthbelow are in full.force and effect. All Certificates; of insurance shall identify- . the policies in effect on. behalf of the Contracton 'thalr and limits :of- liability. The Contractor renew the policies and if a policy is set; to. expire during the-life of-this? contract. a renewal certi?cate must be ?ve't5)? days prior to the expiration date. in the case any wort; ls subcontracted. Contractor shall require the Subcontractor to provide and maintain coverage to at :-Ieast the same extent 'as redui'red of ContractorP1134 19_. zii.? 21'. All notices or .demands required to be given pursuant to the terms of-this'contract shall .be given to the other party in writing. delivercd'by handrelectronii: maii'with a con?rmation receipt. registered or certified mail.?to the addresses set forth below. -.or to such other address as the parties may substitute by written notice given in the manner prescribed in? this paragraph. DOG CONTRACIOR DOC Of?ce of the General Firm Name: 'GabieGotwals FivisionJUni comma] . - Contact: David A.:.Clncotia' Contact: - 1' 1 Mimi: 3400 Martin Luther King Addrm: . '0ne?:Leadership Square. ;Ave. Fifteenth Floor Address: ?21.1.North' Robinson. . City. State. Oklahoma City. OK City. State. ., . Zia 23111. . Zip - 73102 . .- - Phone: 405-425-2515 Phone: 405-524-2070. 1'fo5 405?4254683- PM 405-524-2078 Email david.cincotta@doc.ok. Email - Address: lav. Address: Notices shall be deemed. received on date? delivered. if- delivered by hand; .endcn the delivery date indicated on receipt if delivered by certi?ed or- registered mail. or electronic mail. Contractor understands and agrees that all persons and vehicles-entering DOC ?facility grounds are subject to search by DOC personnel-.Entry-onto the'grounds to 'pass'throug'h an entrance of the perimeter is presumed consent to a pat down search ator near the perimeter. The unauthorized. possessionor bringing of cell phones. weapons. controlled dangerous substances. money. or alcohol onto or 'into this property is a felony? punishable by imprisonment. fine. or both. Violators- Will be'prosecuted in accordance with 57 0.8. 21. At the sole-discretion of poo. Contractor may be subject to. background checks. .Upon Docs-request. Contractor must submit the required, background check informationto. DOC in a timely mariner. The State may elect to :limlt or deny, the . Contractor's .access to premises. comwter. systems. documents. ?les and- data prior to completion of background veri?cation. - Erof?ssionsl Contract-GableGotwals .- - - - .Page? . 23. 24. . or-sexual misconduct or attempted. sekuai assault -or Professional Services Conn-sch GableGotwals By signing the contract. the Contractor attests and ensures that :no employee or- any of its principals pe?rfonning'hereunder: . - are-presentiy-debarred. suspended. proposed for. ineligible forth'e award of contracts by any federal agency: - have within a 'three year period of this often-been convicted of or- had a civil. - Judgment rendered .eg'ainst them for: . commission of- fraud one criminal offense in connection .with obtaining. attempting'toobtain. or-perfonningia. public (federal. state. or. local) contract or subcontract; violation offederal - or state a?ntitrujst statutes relating to the submission of offers; or commission. of embezzlement, theft. forgery. bribery. falsification. or destruction :of . records. making .falsestatements. or receiving stolen property. - . . have-within 'a three year period preceding'th'ls offer; had-one-or more? contracts terminated -for default by any federal. state or iocel'entity. . are for. or otherwise criminallyindicted. :or charged by a; .govemmentalentity wlth'any-of the offehses-Ienumerated above in this. section - Relationship: This contract .does :not .create an employment relationship. Individuals performing services required by this contract are not employees of'the DOC - or_ the State. of Oklahoma and accordingly, shall not be eligible for-rights. or . bene?ts accruing to' state employees. 1 'Pl irnirt' .- sexual misconduct between the Contractor. 'lts?.employ.ees. agents. or representatiVe and an offender is expressly forbidden. fin addition. by signing this contract. Contractor attest that 'no employee. agent or representative of the Contractor. who may'have direct contact ?with .000 offenders while performing the requirements of this contract has: Engaged- InusexuaI abuse in a lockup. community confinement-facility.- juvenile facility. or other institution (as-defined? in 42' 1997); Been oonvictedof engaging or attemptingto engage Page 7 16;- is. . covmea assumes - 'x5_ Worker?s Compensation Insurance or proof -of an alternative or - exenI'ptlon authorized. by Oklahoma. state law ((85 0.8. 311).. Contractor shall maintain Werkers' Compensation. Insurance to cover obligations imposed by federal and state statutes having jurisdiction over; employees engaged In- the performance of the Workf or services required by this contract. Exceptions and exemptions can only. be. made if they are In accordance with Oklahoma Statute. coveiuce REQUIRED Professional Liability insurance Contractor shall remain adequately insured for professitanal liability through" private Medical Malpractice or Errors and omissions liability Insurance: for . the .duraticn of- this contract. Contractor agrees to maintain coverage in. accordance with any limits required by law.. _If not required by law, Contractor shall maintain. minimum coverage of 000 900 per occurrence; . and 000. 00.0 In the aggregate. Coverage shall also include unlimited. defense coverage including attorney's fees and costs in addition to limits of. - liability . hereih.shall;be construed as conferring;u'pon Contractor the-authority to - assume ?or incur or any obligation of an'ykind. expressed. or lmpiled.,.ln - the name of lor-on- behalf of DOC. and Contractor agrees not to-ass?ume or- lncur 'any such liability or obligation Without the prior expressed written consent 99mplignce _w_!th Law . Contractor shall be. subject to all applicable federal; state and local laws. rules and- ;regu_lations and all amendments thereto. Contractor agrees to devote spacial attention to its responsibilities under state statutes; observance of the compliance - with the requirements therefore shall be the responsibility of the Contractor. without -. reliance on or direction by DOC. 12mm 33:; ?ights: -. The provisions of this contract are for the sole benefit of the parties hereto- and - she'll not be construed as conferring any rights on any third person. Notices "shall .be deemed received on date delivered. if delivered by hand and on the delivery date Indicated on- receipt if delivered by certi?ed or- registered mail. or . electronic mailErofesslonei Services Contact - GableGotwais . Page 5 - 25. 26. 27. ?'in the community facilitated by force, overt or Implied threats of force.'o'r .coarclon. or if the victim did not consent or was unable to'cOnsent or. refuse: 'or or administratively adjudicated to have engaged-inma- ';.activity. described above. Any contractor who engages in .se'xual?abusa will be prohibited-from contact with offenders and Will' be reported-to law enforcement agencies and-to relevant licensing bodies. - 'Any Violation of this provision will be reported to law enforcement agencies - .-.and torela?vant licensing bodies and will result in the?ling of._crirnlnal. charges as warranted, may also terminate the contract- immediately when vlolations?are found. - - . - This, contract and all- rights and duties arising there under shall be governed. . interpreted. and construed according to the. provisidns of and under. the laws of' the State Venue for any actions ccncaming this agreement is: in Oklahoma County. Oklahoma. Retention and Audit; By' accepting this 'contract- the Contractor agraas that their books. records. . documents. ures or any otharitem-reieva?nt to this contract are .subiect;.to.examination by DCC and :the .State Auditor and inspector. u?ed In -- this clause. - records includes books. documents; accounting procedures and . practices and other data. regardless of type and regardless of-whether-such items. are in written form. in the form of computer data.- or in any other form. The ;.contractor. is required to retain all records relative to this contract-for the duration -- of the contract term and-fora periodof seven (7) yearszfoliowlng completion 'ajndlor termination of the-contract: lf-an audit. litigation or other actions-involving such- records'are started before the and of the seven (7). year period.. the recordsa'ra ;.reqUired to be maintained for seven years from the data. all lssuesarlsing out' 'of the action? are resolved or until the end of thea'even year retention period. . whichever is' later. "run all I 'rFun .000 cannotigharantee the continued availability. of. funding .for this=Contract. .- notwithstanding the consideration stated therein. . in the event funds tc' ?nance. this-Contract become unavailable. either in- full or In part, due .to insufficient' funding, DOC may laminate the contract. or reduce the contract consideration. upon notice in writing-to Contractor. The notice shall be delivered mail. return receipt requested, or in person with written proof of delivery. DOC2sha'il be the ?nal authority as to the availability of funds. The effective date of such contract Professional Services Contract - i?ag'e 8 28. 2s. 006 Contract Monitor: -: . - termination or reduction In consideration shall be speci?ed in-the notice. provided. In this pa?ragraph'shall not-apply to payments. .-made for services satisfactorily completed prior to-the effective date ofvthe- - termination or reduction: In the event of a reduction in Contract consideration. Contractor may work with DOC to reduce the Scope of Work proportionately or- :cence?i :this'contract sent the effective date of. the proposed reduction. upon . advance written'notice'to DOC. Both.parties-.ehali makes goodiaith effort-to reach mutual agreement on reasonable phase?out costs, upon notice of termination or redirction or contract. . 'Waiver of .No failure by the 0000 to enforce-any provisions hereof afterany event of default "by the Contractor shall be deemed a waiver of-the rights with rega?rdito that.event.- or any subsequent event; Waiver shall not be construed to be. a modi?cation of the terms of the contract. ?Mghitgrigg? ergn; Contractor shall -be responsible for ensuring successful performance and and conditions set- forth in this contracti_ Throug'hou'tthe ,term' of'thecontract. DOC. in accordance-with statutoryrequlremente and 85.413). will. carry out certain activities to ensure'the-Contractor's .adherence tel-the scope of work and compliance with the terms and conditions. The following. monitoring plan has been developed. to identify the. planned monitoring .actir'Iltles that will be completed. and the'DOC individual 'thatvr?rilibe responsible for. completing these activities. The individual identi?ed by DOC to carry out be called ?the Contract Monitor. Monitoring activities marked belowwill apply to this contract. necurseo . ACTIVITY . 3 . . invoice Review and Approval - The ContractMonltor will a review of each invoice submitted by the Contractorto ensure the receipt of the services and accurate billing of-the quantityand pricing- in accordance with the terms of the contract. . I Review and Adjustment of Encurnbrance Balances - The contract Monitor will track and moniter the interconnect expenditures and encumbrame balance and will make adjustmenlsichange orders or contract modi?cations). as necessary, to ensure there encumbrance to complete the service needs required by one Renewals and Moditicailons- The Contract Monitor will exercise renewal ?mm. and Initiate modifications to the emiract. as necessary. following the proper procurement process. emrm'mrsermr Page?- Periodic Contact with Contractor - The Contractor Monitor will serve as the primarypulnt of contact between the 000 and the Contractor. The Contract Monitor will have routine periodic contact with the-Contractor. throughout the contractperlod. by way of phone. smell. face to Tape meetings. andior correspondence. This periodic contact will provide an opportunity to reviewthe progress of Contractor. . 30. ?lPAA?Bust'inessAssociate Agreement: . . To the extent=thatit becomes necessary for Contractor to receive protected health information from DOC to perform the services provided for in this .coritract. Contractor hereby tinderStands be a Business Associate. as that term ?is de?ned by- 45 CFR-160.103. of DOG and must comply the provisions contained in Attachment A. n_ ted -: Representing Contractori Representing DOC: - - . SIGNATURE . EDWE WM TITLE . TITLE JL/H-lmry taint-J30? .DATE DATE ATTACHMENT A HIPAA BUSINESS ASSOCIATE AGREEMENT. BETWEEN THE OKLAHOMA DEPARTMENT OF CORRECTIONS (DOC) and GABLEGOTWALS . - r. HIPAA-RELEVANT PROVISIONS: De?nitions 1 HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, .Health Care - Operations, Individual; ,Minirnum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary,. Security Incident, Subcontractor; Unsecured Protected Health Infonnation, and Use. ?Business Associate? shall generally have the same meaning as the term ?business associate? at 45 CFR 160.103, andin reference to the party to this agreement, . shall mean' [Contractor]. M. ?Covered Entity" shall generally have the same meaning as the term ?covered entity? at 45. CFR 160.103, and rn reference to the party- to this agreement, shall mean W. Rules? shall mean the Privacy, Security, Breach Noti?cation, and Enforcement Rules at 45 CFR Part 160 and Part 164. - Obligations and Activitiesof Business Associate . Business Associate agrees to: Not use or disclose protected health information other than. as permitted or required by the . Contract or as required by law; Use appropriate safeguards, and comply with Subpart of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health - information other- than as provided for by the Contract; - Report to covered entity any use or disclosure of protected health information not provided . for. by the Contract ofwhieh it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164. 410, and any security incident of which it becomes aware; - Professional Services Contract -_GahleGotwals Page'li 'In accordance with 45 CFR and if applicable, ensure that any. subcontractors that create; receive,- maintain, or transmit protected health infonnation behalfof-the business associate agree to the same restrictions, conditions, and requirements that apply to the'business associate with respect to such information; Make available protected health information in adesignated?recordset to the covered entity. as necessary to satisly covered-entity?s obligations under 45.0FR 164.524; (1) Make any. amendment(s)- to protected health information in -a de?gnated record set as directed 'or agreed to by the covered-entity pursuant to 45' CFR 164.526, or take other measures as necessary-to satisfy covered entityfs obligations under 45.CFR 164.526; Maintain and make available the information required to-provid'e an accounting of disclosures to the' covered 'entity asnecessary to-satisfy covered entity's; obligationsunder the extent the business associate is to carry out one or more of covered entity's obligation(s) under Subpart of 45 CFR Part 164, comply with the requirements of Subpart E. - that apply to-the covered entity in theperformance of such (i)Make its- intemal'practices,'boolcs, and records available to the Secretary for purposes of determining compliance with the HIPAA RulesPermitted Uses and Disclosures by Business Associate associate may only use or disclose protected health information asrnecessary to, - . perform the services set forth in? the Contract. - - Business associate may use or disclose protected health information as required by law.- associate agreesto make uses and disclosures protected health I Zinfor'mation consistent ?with covered entity?s minimumneccssary. policies and procedures. Business associate may not use or disclose protectedheslth information in a manner that. .would violate Subpart o?45 CFR Part 164 if done by-coiteredentity, except for the speci?c usel'and' disclosures set forth below. . . (ac-Business associate may disclose protected health? information -to carry out the legal responsibilities of the business associate, provided the disclosures are required by'law, .or business associate obtains reasonable assurances ?'om the person to whoin'the information is disclosed that the information will remain con?dential and used or further disclosed only as required'by-law or for the-purposes for which it was disclosed to the person, and'the person. noti?es business associate of any instances of which it is aware'in which the con?dentialityof the infonnation has been breached. - I . Professional Services Contract- GableGo?vals . Page 12 Permissible Requests by Covered Entity Covered entity shall not request business associate to use or disclose protected health information' 111 any manner that would not be permissible under Subpart' of 45 CFR Part 164 if done by covered entity, except if the business associate will use or 'disclose protected health information for legal responsibilities of the business associate. Termination Upon termination of this Agreement for any reason, business associate. with respect to promoted health infomation received from covered entity, or created, maintained, or received 'by- business associate on behalfof covered entity,shalL - l. Retain only that protected health informationwhich is necessary for business associate to continue its proper management and administration or to carry out its legal responsibilities; 2. Continue. to use appropriate safeguards and comply with Subpart of 45 CFR Part 164 with respect to electronic protected health information to prevent use 'or disclosure of the protected health information, other than as provided. for in this Section, for as long as business 'associateretainsthe protected health information; Not use-or disclose the protected health .hiformation retained by business - associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at in paragraphs above under ?Permitted Uses and Disclosures By Business Associate? which applied prior to termination; and' 4. Destroy the protected health information retained by business associate when it is no longer needed by business associate for its proper management and administration or to carry out its legal responsibilities} The obligations of business associate under this Section shall survive the termination of tins Agreement. Erot?esslonal Services Connect: - GableGotwals - Page -13 ATTACHMENT GABLE GOTWALS . . Cup. II 8- I gamma any 3 ii i 3H1 NEEMJEIG 1.131 via wam?ovnv - .3150 One' qum. 1311533551405) ass-5513' omasm cm. or: value-ms mmwwum (mus-5500' - MWM October 19, 2017 -.0i?lahoma Department of Corrections PO Box 11400 Oklahoma City, OK 73136 Attention: - David A. Cincotta, General Counsel Via Email: MW Re: ?Engag?memoroamecomts Deaer. Cincotts: - The purpose of-this letter-is to set forth the tenns and;eonditions under which: Oldahonta Department of Corrections- mg: or the White engaged .GableGotwals [13192 Or the- ?Eim?, o?ec?ve as of October 13, 2017. . Warsaw . You have engaged ussolely with, respect to Board pr?o unmcommirsiouers pf?rs county of?lsa, at 'al. v. State of Oklahoma ex rel, Oklahoma Department ofComcn'ons. er ale-No. CV- 2017-684 (Okla.- County, ?led Mar. 31. on; engagement is limited to the Matter, but we wduld hc?pleased to discuss any other assistance we could provide to you, consistent - With'our obligations under the Oklahoma Rules of-Professional? Conduct (salamanded- i'oni time to tim?. the WM Identi . Pursuant to the-tenns and conditions of this engagement letter, we reprwent only trained defendants in the above-referenced matter: 0 The State of Oklahoma ex rel., Oklahoma Departmentof Corrections, . a Joe Allbaugh. in his of?cial capacity as~Director of'the Oklahoma Department of . Corrections, and I The State Board ofCOrrections (collectively the [541530131 DavidAc Clnectta Octobe- 19?, 2017 Page-2 GableGotwels cum Group agreetimtthe State Board ofCorrectionsis?bdmaried 'ili its capacity one state agency._ See-generally 51 as. 152(2) (de?ning??gener?oto incinde?a board). Thisengagement does not tier any purpose give rise to-enettorney-ciient reletionahipwith the.individuel-members ofthe StateBoard ofCorieetions.? Earthen-this not-?it. any'purpose give rise to an attomeyvolient relationship with Joe Alibaugh'in his'individual- capacity .or with any other o?cers. .nranagers. director employees or'a'genta of the Oklahoma Department oifCorrectionsandfor. the State Board of Corrections. - You disc egreethat during the. course ofour representation-ofthe?lient. we wiil'not-b'e' anyeon?dentiaiini?ormetion unrelated to the Matter. Pursuant to the terms andoonditions of this engagement letter; we represent each Client identi?ed above in the. Matter. We are being engaged to represent each member of the Client Group individuelly. and all of you-jointly, in the Matter. Whenever en_attorney or?nnundertakes -- to, represent multiple-clients in tire-same matter, there-are advantages and risks to mention I retaining the same counsel. There are advantages in terms of use of contamination with respect to the objects o'fthe representation On the other hand. there are risks . or potential disadvantages. Howeven'in thiscase. all three members of the Client Group have been sued eclelyto obtain judicial relief from and against the Oldahorna Department of Corrections . - 'e state agency. GabieGotwels and the Client Group agree that it' is di?icult to conceive of-a - con?ict ever-erlr?ng among and between the'three-rnembere ,of the Client Group. Nevertheless, . . tire following.th attempt to informyou of the primer. ?ake or Potential disadvantages of - joining with?the 'others in retaining the Firm to jointly represent you. . mar-1? 1.: . When-the.Fhrn represents only-one client in a matter. the attorney-.elient-prlvilege generally applies to all communications-between the Firm audits client in connection with-the matter, and protects thorie communications ?om?dieclosur?e. discovery by-eny other party.- One risl? o'r disedv?entege ofe? jcint representation, hovIever.? is that your communications with us regarding matters ofconunon interest mother" members ofthe Client Group in relation to the Matter, will not be privileged as between yono'r us and the other members ofth?eCiientGroupg In other-words, such communications will-not be privileged or protected hem .dis'closm'e-betWeen or amongithe members of If each ofyoureteined separate counsel, each of you would have .a privilege of con?dentiality visr'a-vis each' other, Notwithstanding this joint representation. however, your communications with us for- the purpose of 'obteining? legal - :edvice with respect to . the Matter getter-oily will remain privileged and con?dential-as to any thir?d member ofthe Client Group,.and thus protected ti'om disclosure by suchthirdpeny. ,2 At this is not aware ofany con?ict ofinterestbetweep or among members oft?e Client Group. pertaining to the Matter. that wouldpreve?nt the'Fin'n item jointly representing the. Client Group under the terms oftlris engagementletter. However. one risk or disadvantage of e'joint representation is theposslbillty that an actual or. potential. con?ict of . interest could arise between or among you and other members of the Client Group during the (MIBOM) a . . . - - :l'n CavidACince?a October- 19,2011 - Page! course other representation.? Such p? con?ict could arise, for example, shouidiany member 'ot?the Client?roupwish to assert ac against'another member ofthe Client Group in reletiontd the Marten-or wish to-pr'esecute settle claims, tak?e iegaipqsi?uns. 'or tbliowra strategic or-teetiosi path. thateon?iets with-the desires or interests'ofanother member ofthe Client Group. You understand that the Firm will notedvise or represent you. either during the pendeney of the Writer at any tirne thereafter, concerning any claim that you. may have or maytviah to assertagainstany otlrer-nren?rber ofthe Client Group in relationtothe Matter. Another representation . . is' that a may not be?in your best interest. or the best interestsofthe?other'rnembers ofthe. Client Group, for the Firm to representyeu in anytrial relating to the Match-depending upon a number effectors or relationships-that cannetbe fully evaluated attiris time, such-as the parties rerrieir'rlr'rg - in the' or weialmessea ofyour individual case my in'whieh-the trial will pinned. ammuni- . need to hire aepar?teeormsel, which could result'in delay to you; and could have. a material adverse e??eet on thee?cient and economical representation of -yourintereets, including be materially greatertlrarrthey . wouldhavelreenhed you remained arr-part of the larger Clientqroup. .. . - Wm. -rr other issuescome to our attentionduringithe course a: the representation; we will advise .you-.of them-.to' the extent webelieve necessary iri'order to . supplement the disclosures in this letter. is no thatranyof the perceived-bene?ts, on the one.'lraud. or the perceived risks or. disadvantagee.-on the other: hand, of this joint representation will or will not materialize . - - You-are each ?ne at any time to withdravv your'consent to ion: repesentatiem Moreover, under your consent to th'ejoint representation may - be ine?eetive to pennit us to- continue to represent either you or the other manhers or the Client Group consistent with our?professional ethical obligations. Yonagree that in the eventwe should - cease to mpreaent'yom-we maycontinueto represent the'remaining members ofthe Client Group; that-you wlil?net?seelt our disquali?cation ?'om '?nther representation-ofthe remaining members . of the Client Grdupznomithstanding our prior receipt of coh?dential'cr privileged. information- item or about you; and that you will remain responsible, asrprovi'ded'in this engagement letter. for payment of the fees and expenses we'incrn'red on your behalf in the Matter prior tit-the date you noti?ed us of your wi?idrawai. -. r! urn-LI m- 1.1. By signing the last pageoftlrisletter you give your suchjoirrt representation on the terms and conditions set forth herein. . nsentto .. You also aeimowledgei that you have been advised of your'rlgh?t to consult withseparste counsel ofyour own selection at anytime, and it?desired, to have-such separate counsel appear ofreeord- in the Matterto represent your interests. Assume: .. a '.0e_lnberlQ.2011 raged .7. Ea - We egreetobillyou stadiscomtedrste?'omour local standardretes. CreigAthgere'ld -. will be billed at $270per hour. Gregor-y Metcalfe will he billedet.$210 per;_hour. Elisabeth lj'. Qooperwill be billed at$240 per hour. Katherine McDonald endlor Justin st $225-per hour. Psreleals will be billed per hour. We will ohtain'your epprovel and - ,approval'ihmugh the 201prccedlh'e priortoaddiputimekeepers otherthen these-listedhereln. This- - um?nentlseontingentonepprovel ofthis rates'etby the leehon're O?ce bfAltomeyGeneml. . 891': 14.0.8. 5 20L We'wiliihdnor thoseretes through Hails-engagement persistsbeyond December 3 l, 2018. we reserve the rightto-renego?ste nun-ate set with-you. - . - momsmm ofCorrec?ons willhesolely nsponslve'for paying . luvoices. of the utire Client Group. .. Our bills to you will include-charges for various costs and menses, ifeny, incurred on' your-behalf: Costs are items. incurred in-house-hy the Firm (such as copy'chergu). Expenses ere-incurredthroughinvoices' ?-om e-third party (such a? mice of prom); Typical- cost items include. fer exemple; photocopies; Typical expense-items include,?for example, comicr or messenger services. travel expenses (ifanyfyend ?ling and recording fees. . clients. . . - . . tenures litigation-ls the ?penselsseietedwi?r prowesihg snd?datebm-hos?ng of-peper and elech'onie discovery and document _sets.'- To reduce the expense associated- with 'discdvery processing and- hosting by - third-party vendors, me Firm has implemented a marketalesding discpvery processing and hosting tool. Ifthe discovery processing and hosting scol'ls utilised for your matter, our rates-ere $25.00 per for ingestion of eledronieslly stored information; $8.00 per gigabyte. per month for database bums; $150. per month license fee for enchants-eel user; and $75.00 per hour the technical-support services. We paper sets. These rates are reviewed and may be sdjuste'd?omtimeto time.end any such adiu?snnent will this engagement s?ernoticehss been provided tnyou.? . - Except in periods of nominal activity, we willendeevnr to send bills to you ?All 'bills are due and payable upon receipt. We will provide in our bills general identi?cation of?e the costs end expenses incurred. You agree to. raise and'sddress Withus' anyduestions'thst may erisewlth respeottoour billing. You iiuther agreethsrourfees end amenses are payable regardless ofthe Mstter?s outcome. (sermons) i I David A. Cineotta October 19,2017 Panel? We do not Inquest a retainer. However..in lieu ofn milder, You agree that all invoidas will be paid within 30 days of receiptYou will deepemte-?dlyand oandidlywithuswithreepectto the Matter. _You willproalde . - allin?trnta?onlmownby oravailabletoyouthatmayatdua intheMattar. You agree notto provide the. Elnn with any con?dential infomation not related to the Matter. If you perceive or.-pessible diameement-with our-handling of the?Matten you will may and candidly discuss-the problem with us. All ofthe Firm?e work product-will?ha owned . . Firm. - . - ou?rethieal Rt'tles; and-eannot give any guarantees .regarding?the outcome ofthe Matter. You ara'responalble for maintaining your own'eopy of documents that we forwud to you. We will-endeavor to'retain and maintain themaio'r and signi?cantentnponentd ofour-?lea reladye - .to eaohMatter for a- period .ofat least three (3.)years following-the conclusion ofsueh Matter; prollded,.however, thatwereservetherig'htto return anyoftlta components of our ?les r'elatedto titeMatter atany time: - . - . .We'jnake frequent use of'digltal ?le management toolsand many of our. diet: 1m, maintaiheddigitally (?awless). Subject to our ohliytionsunder'the Pro?aatiional Ruins. you agreethat we may eohvertandlmaintnin 'all documents-for the Matter digitally: -lt?you pgovide us i with doauntenta andyiant to have those-documents maintained and renamedfinpapelj ?n?tu'st tell us at 'thaitime you pmyidqaueh documents and speci?cally identify the relevant . doenmenta; - - - . We-also makeiuseef readable. thine. party honed'eo?ware'toola, as ?foloud storage.? dentistent with-our responsibilities under the Professional Rules.- Youzqree that wemay store - . . mm . . Otn: engagement is limited to the Matter, but we are Willing to discussany otherndsistanee that via yen consistent with our obligations ,u'nder thePro?saional Rules. Ifyou engagetiie Firm to3ha'adle any matter ernmaan- the Matter, that matter-shall begoverned' by terms and'oondidona set forth in this engagement letter. unless otherwise agreed in waiting-betweanyou . undue. . {541mm} .PROFESSIONAL SERVICE CONTRACT BETWEEN THE OKLAHOMA- DEPARTMENT- OF CORRECTIONS and GABLEGOTWALSI 1. This- contract is entered into by and between the Oklahoma Department 'of Corrections. hereinafter referred to as DOC. and Gables?OotWals. hereinafter . . . referred to as Contractor. pursuant to the authority granted by 74 O. S. 20t&157 - . 8.: -.508 1-. . ?Whereas the Contractor.- -GableGotwels. Craig A. Fitzgerald. Gregory Metcelfe. - "Elizabeth F. Cooper; Katherine McDonald and Justin: Lo'llman are licensed in the. State of Oklahoma to practice law and have expertise. In civil litigation. 2.. Purp?g I . Whereas DOC has a' need for. legal services that cannot be provided by the Of?ce of the Attorney General. by way. of representation of- the State of Oklahoma ex rel. - . Oklahoma Departmentof Corrections. the Oklahoma State Beard of Corrections. 3 "and _?Joe? M. Allba?ugh In Oklahoma County District Court case number 684.- 3.1. Contractor?s Duties 31.."1 Services shall include. but not be limited to. the following: Reviewing - - Records to evaluate claims. 3.1.2. Consulting and counseling with the appropriate representatives" concerning mediation and litigation. 3.1 .3 Representing Defendants in all. discovery proceedings. interviewing 'and preparing witnesses to testify at trial. . - 3.1 Attendance at all hearings on motions. dockete- and pre-trial' - conferences. 3.1. 5. Provide wdtten reports of worked as requested by DOC. . 13.1 .6 Contractor shall not have the authority to settle the case or any portion thereof without written concurrence of the DOC. 3.1.7. Conduct of the trial of the case; - 3.1.8. Preparations and presentation of pro-trial and post-trial motions. if required. . 3.1.9. Prosecuting end/or defending appeals and/or write after consultation - with and apprOVal by Defendants. 3. 1. 9. Contractor shall- submit. by statornent. an itemized listing of . expenses incurred In the performance of services .under this contract. Expenses shall be billed at actual cost. . I . Professional Services Contract - GableGotwals - Page 1 . disadvantage of you (collectivelx the . DevidArcincotta - ceaseless? P9356 This engagement letter shall be. interpreted and enforced ems with thelawbtithe - State of Oklahoma without reference to principles of con?icts .ofiaw. You submit and :consentto thejurisdictlon ofthe Oklahoma County District Court or the Unind States District Court for the Western District?of-Oklahoma for litigating any-controversy or claimarising cat ofcr- relating to this engagement letter .or the. breach thereof (including any- controversy involving any parent. subsidiary- or af?liate of-the Client). whether such claim sounds in contract; .tort .or otherwise. . ME -As;you know, we are a general service law ?rm ?rst has mpresented,:nowrepresenta and- . will'continue to represent a' broad base of clients; including QNEOK, Inc, ONEOK Partners. ONE Gas, Inc, Continental Resources, Inc. Magellan Midstream Farmers-Occidental Petroleum Corporation; Clmarex?Energy Cor, BP pie, ConocoPhillips and their respectivesubsidiariea and - a?liates?and many other-clients. on avaricty otilegaimattersa Absent an waiver, con?icts'o?tiinterest may arise that could adversely a??ect your ability and the ability of our other otherollentsinpending or more matters. 'I'hereibre, as aconditlon-to our undertaking this .engagementyou-agreethatwc may . continue to represent; or may undertake in the ?xture to represent. any other clients-loanymatter (including representation in litigatiomarbitration or mediation in which you and such other clients steermay be adverse parties). even'ifthe interests-cinch other clients in'those other mattersare directly, adverse to-you, except where;(i) the-matter'is substantially relatedlto matters ln-whioh we you, or (ii) as theresult o?our representation ofyou, we. . have obtained sensitive, proprietary or other con?dential information that. if known to any such. otherclient of the;Firm, cupid 'be used in that other matter- ?by such client'tO'themnterlel .- the imutrstu. .r I 5 . Any-such Allovlred Adverse Representation will exclude across any lawyers participating in this Went, and any lawyers. participating in this engagement will .be excluded and screened or t-?t . inibrrnation relatingto such Allowed Adverse Representation. . You also not,? for yornselfor any other entity or person; Finn's representation ofyou or anyofyour amliates in any past. presentgor?rnnematter'is aba'sis . . to 'disquali?r this Birm. horn wpresenting another entity'or. patron in any'AllowedAdVer-se Representations. You aclmowledge and agree that any Allowedj?dversc Representation does not brieachanydutythatthisFirrn cwestoyonoranyofyoura?liam. - . . . 'I?hiswalvcr is effective only if we conclude in-our prom?salami judgment that the requirements of Professional Rules 1.7.1.9 and any Professional Rule are. satis?ed.- our analysis. we will consider a variety 'ot'?ctors; moludmg. but not - limited to, the nature ofany con?ict, our abilityto ensure thatthe contidencee aird'secrets .ofall involved clients will be preserved and (2) our relationship with each client.- . tweeter . DividAGneoue . :Oetoher19.2017 Page"! You agreed-let if an AllowedAdverse Representation does arise in the ?xture. andyou geek to. withdraw your consent to :the conflicting representation, '-we may- withdraw from our representation-05mm, You also agree not-ho assert that-this representation should-diam us or otherwise prevent uefrom met-Allowed Adverse Representation. This edveneeooneent does not, ofc'ourse, authorize the disclosure or use ofany client con?dencee. 11.51:; Li?" You have the rightto terminate this engagement at any time without mire. Likewise. we, hevethe rightto widrdrew-?om this atgegemeutat anytime, subject to our professional andcourt- - a imposedoblige?one. -.Notiee ofterminetlon or withdrawal by either party will he made in writing - 'endwill Ineffective-upon receipt. _In the event of such termination .or.with'drewel. you-will tit-withdrawal. Upon terminetion or withdrawal of thiaenygement, we agree to cooperate with any-successor com-reel to accommodate a Emooth and orderly u-ansition ofthe representation. . Ifthe terms and conditions of tl?eengegentent letter areaecept?eble, plee'ee sign e.copy?_ of this letter in the space provided below and returngit to us. We are, oi?comee, pleased to have'this opportunity to serve you. Please call us at any time-ifyou have questions. Yours very truly, . . AGREED: .Joe' Allbeugmin?his o?cial capacity as -Dir_eotor -of the Oklahoma Department of Cb r: ?Ions . - 3 '49 5r Too. 91/49 .h 4'9 ?ml-[1535a (54193??! - Name and Malling Address of Insured: Gehled?c Gotwals Po 00011.15ll Street; Suite 1100 Tulsa, OK 74103- Lawyers Professional Liability I . Z. (Authorlzed Representative) 60: Insured(s) 139119! ?ffectlve' Dare Pollgy 5:0!an Date 82412-17 n" ATTORNEYS .1 .MUTUAL INSURANCE COMPANY CERTIFICATE OF INSURANCE . OKLAHOMA ATTORNEYS MUTUAL INSURANCE COMPANY This lrla email that the Maugham {dam-Mud below by ?policy number) mum onfarrm In rm by?u cow have been baud._ This 001101003 1: mi apoltoy are Made:- quume anddoanal {a onywoyabm murder-ammo amrega - Address: Telephone: Date: January 31 . 2017 January 31. 2018 Per Claim: Company Name: .- Insurance Co. Po. Box 5590- - Edmond;oK 73003-5590 (405) 471-5300 December 12. 2017 le'lte [ll 010000.000 Polloy Aggregate: $10,000,000. Deductible: $50,000 Certi?cate Holder: Oklahoma Department of Corrections . Security National Insurance Company WORKERS COMPENSATION 8n EMPLOYERS LIABILITY walla-?75251 Policy Period Policy Number From To . 1/1/2017 1/1/2018 - 11-01 . Transaction . Renewal RenewallRewrite of Policy No. Annual - Agent Bill SWC1094176 -- iiarned insured and Address - Agent Cable 5 Gotwal?s. A Professional Corporation Camp Risk Management, Inc. . 100 5th St. 750 Britten Suits 200 -Tulsla. CK 7,410.3 Oklahoma City, OK 73114 - . Telephone:- (405) 879-0155 Carries-ll . FElhl Risk ID ii Entity oflnsured - 40533 730776907 350263705 Corporation Additional Locations: See Extension's! information Page I . 12' Drill-Cy period IS'fi'Cm 12:01 Add; Standard Time It: the Insuzod'l moi-ling ?airings= . a. A. Workers Compensation Insurance: Part ONE ofthe policy applies to the Workers Compensation Law of the states listed here: ox ,5 B. Employers. Liability, lnsumnce:.Panm of the policy applies to work In each state listed in item 3A. The limits nicer-liability under Part Two are: Bodily Injury by Accident '5 500. 000 each accident Bodily Injury by Disease 500. 000 policy limit Bodily Injury by Disease 500.000 each employee c. Other States Insurance: of thepollcy applies to the states. if.any..llsted?here: an, states ,axcept: um. on. and Statetsi Designated in run. 3'3. - D. This policy Includes these endorsements and schedules: See allachedtendorsement; schedule .The premium foi this policy vv?l be determined by. our Manuals of Rules, Classi?cation. Radio and Rating Plans. - All-information requlrad'below is subject to veri?cation and changeby audit. SEE EXTENSION OF Minimum Prerriiurn . 206 Total Estimated Annual Premium 39. 038 . "Expense Constant 160 .Assessmentsiand Taxes 0 Premium'Dlscount -3. 742 Deposit Premium 39-, 038' - Premium Adjustment-Period: .Annual: DSemlannual: Deuarterly; I Counterelgned this issued Dateline/2016 - Issuing Citie- - insurance Company isjequired by law to provide its-policyholders vulth certainacc'ldent prevention services as requirediay Oklahoma HB 1002. Section 11. Subsection b. at nil-additional cost.- :lf you iniormatlon. contact Security National insurance Company Loss ControlDe'partmont at 1- 87 - -7 . . '1 . . Certification for Competitive i - Bid?a?ndlor Contract 4 (Non-Collusion Certi?cation) NOTE: A codi?cation shall be included with any competitive bid and/or contract exceeding $5,000.00 submitted to the State for goods or services. AgencyName: Oklahoma Department of Corrections Agency Numberz- 131100- - Solicitation or Purchase Order it: I Supplier LegalNa'me: GabieGotwal_s . SECTIONI [1.4 0.5. 35.221: . . A. For purposes of competitive bid. . 1. I am the duly. authorized agent mm above named bidder submitting the competitive bid herewith. for the purpose of the facts pertaining lathe existence of collusion among bidders and- between bidders and state of?cials or employees. as well as facts pertaining to the giving or offering of things oi-vaiue.to government personnel in return for special consideration in the letting of any contract pursuant to said-bid: . 2. i am? fully aware otthe facts and circumstances surrounding the making of the bid towiuch this statement is attached and - have been personally and directly-Involved In the proceedings leading to the? such bid: and 3. Neither the bidder nor anyone-subject to thebldder's direction or control has been a party:. . . a. to_any collusion among blddersin reatralnroi freedom of competition by agreement to bid at-a fixed price or to refrain from-bidding. . b. teeny collusion. with-any. state official ,or employee as to quantity. quality or price In-the prospective contract. or as to any other terms of such prospective contract. nor . c. in _any discussions between bidders and any state official concemlng exchange of money or other thing of value for special consideration In'the letting of a contractany cpliusionwith any state agency or political subdivision d?icleloremployee as to create a sole-source . acquisition in contradiction to Section 85.45131. of this title. . B. certify. ii awarded the contract-whether cor?npetltiVely bid or not. neitherzthe contractor nor anyone?subiect-to the contractor?s control has paid. given or donated 'or agreed to pay. give or or'ampioyee of the State of Oklahoma any money or other thing of value, either directly or indirectly. in procuring this contract herein. [14 0.8? 5 85.42]: - 3 For the purpose of-a contract for services, the supplier also certifies that no personwho has been involvedin anymannertn the . . -- development of this contract While employed by the State of Oklahoma shall beamployed'by the supplier to ful?ll any of'the? . services provided for under said contract. undersigned. duty authorizedagent for the above?named soppiier. by signing below acknowledges this certification statement 3 is executed for the purposes of: . . the competitive bid attached herewith and contract. it awarded to said supplier; OR the contract attached herewith. which was not competitively bid and awarded by the agency pursuant to applicable Oklahoma statutes. ., - . - IZ/xz/c'an Supplier Authorized Signature Certi?ed .Thle Date Gracie ?fty-(4H Jill? Printed Name ?7 Title W94 5?93? 457/ cot/zeta?- a 174? 41?. Phone Number Er'nail Fax Number cuss EORM ca 004 - Purchasing 1 Rev. .osizors 65 AUDIT CLAUSE: In accepting this contract the attorney(s) agrees to this audit clause which provides that books, records, documents, accounting procedures, practices or any other items of the service provider relevant to the contract are subject to examination by the agency, the State Auditor and Inspector and State Purchasing Director. at?? 7 Elicia/d (4 Printed Name" KW Sig/natu Date