CASINO REINVESTMENT DEVELOPMENT AUTHORITY REQUEST FOR QUALIFICATIONS SPECIAL LEGAL COUNSEL. Event Date Time

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1 CASINO REINVESTMENT DEVELOPMENT AUTHORITY REQUEST FOR QUALIFICATIONS For: SPECIAL LEGAL COUNSEL Event Date Time Respondent s Questions Due Date May 16, :00 a.m. Proposal Submission Due Date May 24, :00 a.m. Dates are subject to change. All changes will be reflected in Addenda to the RFQ posted on the Authority webpage. RFQ Issued By Casino Reinvestment Development Authority 15 S. Pennsylvania Avenue Atlantic City, New Jersey Phone Date Issued: May 2016

2 REQUEST FOR QUALIFICATIONS PUBLIC NOTICE IS HEREBY GIVEN that sealed proposals will be received by the Casino Reinvestment Development Authority (CRDA) for SPECIAL LEGAL COUNSEL RFQ forms, contracts and specifications can be obtained from the offices of the Casino Reinvestment Development Authority located at 15 S. Pennsylvania Avenue, Atlantic City, New Jersey or be found at the CRDA website at Sealed proposals must be mailed, presented or delivered to the Casino Reinvestment Development Authority, 15 S. Pennsylvania Avenue, Atlantic City, New Jersey 08401, Attn. Robert Campbell. The Casino Reinvestment Development Authority accepts no responsibility for the timeliness of any mail, delivery or courier service. Sealed proposals shall be submitted in the manner prescribed in the Request for Qualifications. The sealed envelopes must be labeled Request for Qualifications Special Legal Counsel, Casino Reinvestment Development Authority and contain the proposal opening date and the respondents address. Proposals will be received, opened and read aloud in public at the Casino Reinvestment Development Authority, 15 S. Pennsylvania Avenue, Atlantic City, New Jersey on May 24, 2016 at 11:00 a.m. eastern prevailing time. Respondents are required to comply with the requirements of N.J.A.C. 17:27 (Affirmative Action), Americans with Disabilities Act of 1990 (42 U.S.C , et.seq.), N.J.S.A. 52: (Ownership Disclosure), N.J.S.A. 52:32-44 (Business Registration) and N.J.S.A. 10:5-1 (Law Against Discrimination). Any counsel currently providing legal services to the CRDA who seeks to be eligible for future retention must submit qualifications in accordance with the directions set forth in this Request for Qualifications. Dated: May 2016

3 1.0 INFORMATION FOR RESPONDENTS 1.1 Background The Casino Reinvestment Development Authority ("CRDA") is an independent authority created in 1984 by Chapter 218 of the laws of the State of New Jersey (N.J.S.A. 5:12-153, et seq.). In 2011, the CRDA was charged with establishing and managing the Atlantic City Tourism District in accordance with P.L. 2011, C. 18, as amended by P.L. 2012, C. 34 (the CRDA Act ). The mission of the CRDA is to advance and diversify the economy of the city of Atlantic City through support of economic and community development initiatives, and expansion of the tourism, convention and meeting industries. The CRDA provides capital investment funds for economic and community development projects that respond to the changing economic and social needs of Atlantic City, and is responsible for investing all of its available assets and revenues toward projects in Atlantic City, that encourage business development, permanent job creation, and promote opportunities for diversified business expansion. 1.2 Purpose and Intent Since its formation in 1984, the Authority has retained outside Special Legal Counsel to assist with the management of Authority legal affairs. In furtherance of Executive Order 37 (Corzine) dated September 26, 2006 and to enhance effective and efficient management of legal resources, the Authority through its Law Department intends to create a short list of multi-disciplined outside counsel interested in serving as Special Legal Counsel, under the supervision of the Chief Legal Officer. The Authority utilizes legal services in the following practice areas: Casino Control Act (Authority enabling legislation) Commercial Lending Commercial and Construction Litigation (including bankruptcy) Condemnation and Eminent Domain Labor and Employment Environmental Government (Public Agency Governance) Public Contracts Real Estate, Redevelopment and Land Use All respondents must satisfy the minimum requirements outlined in section 1.13 as to the foregoing practice areas. This RFQ does not affect matters currently assigned to existing designated special legal counsel. However, upon completion of the selection process described herein, any and all pre-existing designations of special legal counsel will expire. Any special legal counsel currently providing

4 legal services to the Authority who seeks to be eligible for future retentions must submit qualifications in accordance with the directions set forth below. 1.3 Proposal Submission In order to be considered, a SEALED proposal must be delivered to the following: Robert Campbell, Purchasing Manager Casino Reinvestment Development Authority 15 S. Pennsylvania Avenue Atlantic City, New Jersey by the date and time located on the cover page. Respondents are cautioned to allow adequate delivery time to ensure timely receipt of proposals. The Authority shall not be responsible for the respondent s or any delivery services failure to deliver in a timely fashion. The exterior of all proposals are to be labeled CRDA- PROPOSAL FOR SPECIAL LEGAL COUNSEL, and contain the proposal opening date and respondent s name and address. 1.4 Number of Proposal Copies The respondent must submit two (2) complete original sealed proposals, clearly marked as the ORIGINAL proposal. The respondent should submit three (3) full, complete, and exact sealed copies of the original proposal. A respondent failing to provide the requested number of copies may be charged the cost incurred by the Authority in producing the requested number of copies. 1.5 Questions and Answers The Authority will accept questions and inquiries pertaining to this RFQ from all potential respondents electronically. Questions shall be directed to the Authority staff member identified in Section 1.3 above, at the following address: RFQ-QUESTIONS@NJCRDA.COM The cut-off date for electronic questions will be as indicated on the cover page. The subject line of all ed questions should say Special Legal Counsel- Proposal Inquiry. Any requested exceptions to the Professional Services Agreement, appended as Attachment 2, shall be raised by the respondent as a question during the Question and Answers period through the same procedure set forth in this provision of the RFQ. Any amendment to the Professional Services Agreement shall be determined by the Authority, in its sole and absolute discretion, with such determination to be set forth in the Question and Answer

5 addendum issued, if any, after the Question and Answer deadline. The Authority reserves the right to reject any and all proposed amendments to the Professional Services Agreement. Respondents are not to contact the Authority directly, in person or by telephone, concerning this RFQ. All questions and answers will be posted on the Authority website. 1.6 Addenda: Revisions to this Request for Qualifications In the event that it becomes necessary to clarify or revise this RFQ, such clarification or revision will be by addendum. Any addendum to this RFQ will become part of this RFQ and part of any contract award as a result of this RFQ. All RFQ addenda will be posted on the Authority s web site. It is the sole responsibility of the respondent to be knowledgeable of all addenda related to this RFQ. There are no designated dates for release of addenda. Therefore interested respondents should check the Authority website on a daily basis from the time of RFQ issuance through proposal opening. 1.7 Respondent Responsibility The respondent assumes the sole responsibility for the complete effort required in submitting a proposal in response to this RFQ. No special consideration will be given after proposals are opened because of a respondent s failure to be knowledgeable as to all of the requirements of this RFQ. The Authority does not assume any responsibility or liability for costs incurred by a respondent in the preparation and submittal of a proposal in response to this RFQ. 1.8 Proposal Opening On the date and time proposals are due under the RFQ all proposals received will be opened publicly. The content of the proposals shall remain confidential during the evaluation process. All proposals submitted will be made available for public inspection in accordance with the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq. ( OPRA ) after award of contract by the Authority. The Authority reserves the right to reject any and all proposals, not award a contract or re-solicit this contract if deemed necessary by the Authority Joint Ventures If a joint venture is submitting a proposal, the agreement between the parties relating to such joint venture should be submitted with the joint venture s proposal. Authorized signatories from each party comprising the joint venture must sign the proposal. A separate Ownership Disclosure Form, Disclosure of Investigations and Actions Involving Respondent, Affirmative Action Employee Information Report, Disclosure of Political Contributions (c.51/eo 117) and Business Registration or Interim Registration must be supplied for each party to a joint venture Contents of Proposal - Open Public Records Act

6 Upon award of contract, all information submitted by respondents in response to the RFQ is considered public information, except as may be exempted from public disclosure by under OPRA and the common law. A respondent may designate specific information as not subject to disclosure when the respondent has a good faith legal or factual basis for such assertion. The Authority reserves the right to make the determination and will advise the respondent accordingly. The location in the proposal of any such designation should be clearly stated in a cover letter. The Authority will not honor any attempt by a respondent either to designate its entire proposal as proprietary, confidential and/or to claim copyright protection for its entire proposal Minimum Requirements All respondents, separately or through joint venture, must have the personnel and resources necessary to address all practice areas identified in Section 2.1 herein. 2.0 RFQ SCOPE OF SERVICES The Authority requires access to counsel with substantial experience in the practice areas that are the subject of this RFQ. Counsel must be free of any conflict of interest, and must comply with the conflicts policy referred to in section 3.1. In particular, counsel responding to this RFQ cannot have as current clients any casino enterprise doing business in the State of New Jersey or an applicant for a casino license. 2.1 Practice Areas The Authority seeks special legal counsel with experience in the following areas: Casino Control Act (Authority enabling legislation) Commercial Lending Commercial and Construction Litigation (including bankruptcy) Condemnation and Eminent Domain Labor and Employment Environmental Government (Public Agency Governance) Public Contracts Real Estate, Redevelopment and Land Use Special Legal Counsel will work closely with Authority Law Department staff and other Authority staff, as appropriate. Retention for a particular matter may include significant evaluative and investigative preparatory work. Legal work may include: drafting complex contracts, including, for example, sophisticated redevelopment and land use transactions, rendering legal opinions to Authority interpreting Authority enabling legislation and other State and federal statutory and regulatory requirements.

7 Pursuant to its enabling legislation, Authority has the power of eminent domain in Atlantic City, NJ, and relies on Special Legal Counsel to prosecute these matters in accordance with applicable State laws and regulations. Litigation may include drafting pleadings, motions, briefs, and all other papers to be filed in court; conducting and responding to discovery; attending all pre-trial, trial and post-trial court appearances; conducting settlement negotiations and handling appeals. Special Legal Counsel must also have resources sufficient to advance all costs, including the costs of any experts needed to assess damage and the costs of the preparatory work. Special Legal Counsel may be asked to handle all issues arising in the litigation, including all issues that must be raised in compliance with the entire controversy doctrine. The successful respondent(s) will be required to submit quarterly reports to the Authority Chief Legal Officer summarizing the status of all matters in process. The foregoing outline of services is not exclusive; the Authority and the successful respondent may agree in writing to amend or augment the services set forth above. 3.0 REQUIRED COMPONENTS OF THE RFQ RESPONSE Proposals must respond to each of the following requests in the order indicated. Please provide the information requested below for all counsel who may perform any of the requested services. 3.1 Firm Profile and Experience A. Indicate the date your firm was established. B. Describe the types of legal services provided by your firm. C. Describe your firm s specialty and/or area(s) of expertise. D. Identify the number of employees in your firm (licensed attorneys; legal support staff; other support staff). E. Describe the participation of women and minorities in your firm. Please note the number of women partners and associates and minority partners and associates and indicate the percentage of your firm that is owned by women and by minorities. F. Describe any special training or experience members of your firm possess that may assist in providing the requested legal services. G. Provide a description of your firm s presence in New Jersey. Note the location of each office, the number of attorneys resident in each office, whether they are partners or associates and whether attorneys not licensed in the State of New Jersey will be assigned to provide any of the requested legal services if your firm receives a designation pursuant to this RFQ.

8 H. Identify any State agencies, departments or authorities represented by the firm during the last three (3) years. For each matter, provide the name of the State agency, department or authority, a description of the matter, the dates of the engagement and the name and contact information of the State employee responsible for overseeing the work of the firm on that matter. I. Identify any State agencies, departments or authorities before or against which the firm has regularly appeared on behalf of other clients. Please note that the Authority, as a public entity, is precluded by the Rules of Professional Conduct from waiving conflicts of interest. See RPC 1.7(a)(2) and RPC 1.7(b)(2). J. If your firm is designated as Special Legal Counsel, you have a continuing obligation to disclose to the Authority any actual or potential conflicts. Additionally, retained counsel must agree not to undertake any future representation that might result in the disclosure of the Authority s work product to potential or actual adversaries of the Authority. K. Identify any governmental entities, agencies, or political subdivisions that the firm represents or has represented. Include the time period during which the firm represented each such agency and the nature of the work performed. L. Describe the firm s approach to maintaining responsive communication with the Authority and keeping the Authority informed of problems and progress. M. Provide a representative listing of the firm s major private and public sector clients. N. Provide the name, address, telephone number, address, and facsimile number for the contact person in your firm that will oversee the firm s work for the Authority. 3.2 Qualifications and Experience (include a separate Section 3.2 in your response for each separate practice area identified in Section 2.1 of this RFQ). A. Identify and give the office location of each attorney who practices in that practice area. Please indicate what percentage of your firm s practice is in the practice area. B. List all attorneys in your firm that have at least five years experience pertaining to the practice area. C. Describe your firm s experience in the practice area. For litigation experience, list cases litigated since 2007 (identifying by case name and legal citation, if any), including the result of such litigation. D. State the qualifications and experience of the particular attorneys proposed to staff the work. For each member of the department that would be involved in handling the practice area as special counsel on behalf of the Authority, provide a detailed resume including information as to:

9 1. Education, including advanced degrees; 2. Years and jurisdictions of admission to practice; 3. Number of years engaged in the designated practice area; 4. General work experience; 5. Any professional distinctions (e.g., trial certification, teaching experience); and 6. Area(s) of specialization. 7. Office location of the attorney. E. As to the members of the litigation department who would be involved in handling the litigation as Special Legal Counsel, describe the role each would play in the litigation and the approximate percentage of the work that each would perform. Percentages for junior lawyers may be listed separately or in the aggregate. 3.3 Other Qualification Information A. Identify all adverse determinations against your firm or any of its partners, associates or employees or persons acting on its behalf, with respect to actions, proceedings, claims or complaints of any kind under any local, State or federal laws, regulations, court rules, or Rules of Professional Conduct. B. Identify and describe in detail any indictments, convictions or civil offenses arising directly or indirectly from the conduct of business by your firm or any of its partners, associates, employees or agents, including those specifically referenced in Section 11 of the Professional Services Agreement appended hereto as Attachment 2. To the extent that the firm cannot provide the certification set forth in Section 11 of the agreement, it must provide a detailed explanation as part of its response. C. Identify any material arrangements, relationships, associations, employment or other contacts that may cause a conflict of interest or the appearance of a conflict of interest if your firm acts as litigation counsel to the Authority or any State of New Jersey departments, offices, or divisions or other independent authorities. D. Identify your firm s malpractice insurer and describe the insurance limits. E. With respect to any potential liability under New Jersey Rules of Court, R. 1.4 and Fed.R.Civ.P. 11, confirm that your firm covers litigation costs and any bonds required by a court. F. Confirm that upon selection as Special Legal Counsel your firm will provide all vender certifications required by Public Law 2005, Chapters 51 and 271.

10 G. Identify initiatives that the firm is willing to undertake that would streamline its management of the legal matters of, and interface with, the Authority, for example, electronic billing or internet-based client interface tools. 4.0 Fees and Costs A. For all practice areas addressed in this RFQ, the Authority will engage Special Legal Counsel at the following rates: Partner: Associate: Clerks and law assistants (summer associates or law school graduates awaiting bar results) Paralegals $220 / hr $175 / hr $125 / hr $90 / hr B. The Authority does reimburse document copying, telephone and related administrative expenses. The Authority does not reimburse travel, hotel, entertainment or other similar costs. The Authority will pay the one-half the foregoing hourly rates during such travel to/from the firm and Authority s offices. 5.0 Additional Terms A. No endorsement: Designation as Special Legal Counsel does not constitute an endorsement by the State of New Jersey or the Casino Reinvestment Development Authority. B. Effect of RFQ response: A response to this RFQ will not bind or otherwise obligate the Authority to include the responding firm on the list of Special Legal Counsel. C. Effect of Inclusion on List: Inclusion of a firm on the list of designated Special Legal Counsel will not bind or otherwise obligate the Authority to retain the listed firm for legal services. Inclusion on the list of designated Special Legal Counsel will not guarantee any other form of employment or engagement. 6.0 Required Submittals and Compliance Information A. The forms listed below must be completed and submitted with the response, unless expressly stated otherwise in this RFQ.

11 (1) Signatory Page, Attachment 1 (2) Executed Professional Services Agreement, Attachment 2 (3) Disclosure of Investigations/Actions against Respondent, Attachment 3 (4) Notice of Intent to Subcontract, Attachment 4 (5) Subcontractor Utilization Form, Attachment 5 (6) Services Source Disclosure Form, Attachment 6 (7) Affirmative Action (Respondent must submit an NJ Affirmative Action Certificate, a Federal Affirmative Action Plan Approval Letter or AA302), Attachment 7 (8) Political Contributions Disclosure Form & Instructions, Attachment 8 (9) Non-Collusion Affidavit, Attachment 9 (10) Disclosure of Investment Activities with Iran, Attachment 10 B. The respondent must be properly registered to do business with the State of New Jersey as of the proposal opening date, and must submit a copy of the respondent's NJ Business Registration Certificate with its proposal. If not already registered with the New Jersey Division of Revenue, registration can be completed on line at the Division of Revenue website: C. Compliance with Executive Order 151, dated August 28, 2009 Small Business Enterprise Requirement: It is the policy of the Authority and as required by Executive Order 151 ( EO 151 ) that small businesses (each a small business enterprise or SBE ), as determined and defined by the State of New Jersey, Division of Minority and Women Business Development ( Division ) and the New Jersey Department of the Treasury ( Treasury ) in N.J.A.C. 17:14 et seq. or other application regulation, should have the opportunity to participate in Authority contracts. To the extent the Contractor engages subcontractors or sub-consultants to perform services for the Authority pursuant to this Contract, the Firm must demonstrate to the Authority s satisfaction that a good faith effort was made to utilize subcontractors and sub-consultants who are registered with the Division as SBEs. Be advised that the Authority shall be evaluated quarterly by the Division, based on its attainment of the Participation Goals set forth in the State of New Jersey Construction Services Disparity Study (October, 2005) and the State of New Jersey Disparity Study of Procurement in Professional Services, Other Services, and Goods and Commodities (June, 2005). Evidence of a good faith effort includes, but is not limited to: 1. The Firm shall request listings of SBEs from the Division (609) and attempt to contact same. 2. The Firm shall keep specific records of its efforts, including records of all requests made to the Division, the names of SBEs contacted, and the

12 means and results of such contacts, including without limitation receipts from certified mail and telephone records. 3. The Firm shall actively solicit and shall provide the Authority with proof of solicitations of SBEs for the provision of services, including advertisements in general circulation media, professional service publications and small business, minority-owned business or women-owned business focus media. 4. The Firm shall provide evidence of efforts made to identify categories of services capable of being performed by SBEs. 5. The Firm shall provide all potential subcontractors and subconsultants that the Firm has contacted pursuant to 2 or 3 above with detailed information regarding the scope of work of the subject contract. 6. The Firm shall provide evidence of efforts made to use the goods and/or services of available community organizations, consultant groups, and local, State, and federal agencies that provide assistance in the recruitment and placement of SBEs. Furthermore, the Firm shall submit proof of its subcontractors and/or subconsultants SBE registrations, and shall complete such other forms as may be required by the Authority for State reporting as to participation. Pursuant to Executive Order 151 the participants goals for this Contract are African-Americans 2.47%, Asian-Americans 1.47%, Hispanics 1.1%, Native Americans.07% and Caucasian Females 3.74%. D. Notice to all Contracts Set-Off for State Tax Notice Pursuant to L. 1995, c. 159, effective January 1, 1996, and notwithstanding any provision of the law to the contrary, whenever any taxpayer, partnership or S corporation under contract to provide goods or services or construction projects to the State of New Jersey or its agencies or instrumentalities, including the legislative and judicial branches of State government, is entitled to payment for those goods or services at the same time a taxpayer, partner or shareholder of that entity is indebted for any State tax, the Director or the Division of Taxation shall seek to set off that taxpayer s or shareholder s share of the payment die the taxpayer, partnership, or S corporation. The amount set off shall not allow for the deduction of any expenses or other deductions which might be attributable to the taxpayer, partner or shareholder subject to set-off under this act. The Director of the Division of Taxation shall give notice of the set-off to the taxpayer and provide an opportunity for a hearing within thirty (30) days of such notice under the procedures for protests established under R.S. 54: No requests for conference, protest, or subsequent appeal to the Tax Court from any protest under this section shall stay the collection of the

13 indebtedness. Interest that may be payable by the State, pursuant to P.L. 1987, c. 184 (c et seq.), to the taxpayer shall be stayed. 6.1 Signatory page The respondent shall complete and submit the signatory page appended hereto as Attachment 1, which shall be signed by an authorized representative of the respondent, evidencing the respondent s concurrence with all of the terms and conditions of this RFQ. If the respondent is a limited partnership, the signatory page must be signed by a general partner. If the respondent is a joint venture, the signatory page must be signed by a principal of each party to the joint venture. Failure to comply may result in rejection of the proposal. 6.2 Professional Services Agreement Respondents must execute Attachment 2. The Authority reserves all rights to reject any and all proposals based upon exceptions taken to the proposed form of contract. Execution of Attachment 2 is not to be construed as entering into a contract with the Authority but rather as a submission of an offer to contract with the Authority. Any requested exceptions to the Professional Services Agreement must be raised by the respondent as a question during the Question and Answers period through the same procedure set forth in Section 1.5 of this RFQ. 6.3 Disclosure of Investigations/Actions Involving Respondent The respondent shall provide a detailed description of any investigation, litigation, including administrative complaints or other administrative proceedings, involving any public sector clients during the past five years including the nature and status of the investigation, and, for any litigation, the caption of the action, a brief description of the action, the date of inception, current status, and, if applicable, disposition. The respondent shall use the Disclosure of Investigations and Actions Involving Respondent form appended hereto as Attachment Notice of Intent to Subcontract The respondent shall complete the attached Notice of Intent to Subcontract Form (Attachment 4) to advise the Authority as to whether or not a subcontractor will be utilized to provide any goods or services under the contract. 6.5 Subcontractor Utilization Form

14 If the respondent intends to utilize a subcontractor, the Subcontractor Utilization Form, appended hereto as Attachment 5, must be completed and submitted with the proposal. 6.6 Services Source Disclosure Form Effective August 3, 2005, all contracts primarily for services awarded by the Authority shall be performed within the United States, except when the Authority certifies in writing a finding that a required service cannot be provided by a contractor or subcontractor within the United States and the certification is approved by the State Treasurer. The intended awardee of a contract primarily for services with the State of New Jersey must disclose the location by country where the services under the contract, including subcontracted services, will be performed. If any of the services cannot be performed within the United States, the respondent shall state with specificity the reasons why the services cannot be performed in the United States. Pursuant to N.J.S.A. 52: , the respondent is required to submit with its proposal a completed source disclosure form. The Services Source Disclosure Form is appended hereto as Attachment Affirmative Action Each successful respondent shall submit to the Authority, upon award of contract, one of the following: o Appropriate evidence that the contractor is operating under an existing federally approved or sanctioned affirmative action program. o A certificate of employee information report approval, issued in accordance with N.J.A.C. 17:27-4 o An employee information report (Form AA302) (Attachment 7). 6.8 Political Contributions Disclosure The respondent is required to complete the attached Political Contributions Disclosure form. The requirement is a precondition to entering into a contract with the Authority. The Political Contributions Disclosure form is appended hereto as Attachment 8. Furthermore, the successful respondent is required to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (ELEC), pursuant to P.L. 2005, c. 271, section 3 if the successful respondent receives contracts in excess of $50,000 from a public entity in a calendar year. It is the successful respondent s responsibility to determine if filing is necessary. Failure to so file can result in imposition of financial penalties by ELEC. Additional information about this requirement is available from ELEC at or at Non-collusion Affidavit The respondent shall execute and submit the non-collusion affidavit (Attachment 9).

15 6.10 Disclosure of Investment Activities in Iran Pursuant to N.J.S.A. 52:32-58, the bidder must complete the Disclosure of Investment Activities in Iran attached hereto as Attachment 10 to certify that neither the bidder, nor one of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32-56(e)(3)), is listed on the Department of the Treasury s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither the bidder, nor one of its parents, subsidiaries and/or affiliates, is involved in any of the investment activities set forth in N.J.S.A. 52:32-56(f). If the bidder is unable to so certify, the bidder shall provide a detailed and precise description of such activities as directed on Attachment 10. A bidder s failure to submit the completed and signed form with its bid will result in the rejection of the bids as non-responsive and preclude the award of a contract to said bidder. 7.0 PROPOSAL EVALUATION 7.1 Proposal Evaluation Committee Proposals will be evaluated and ranked by an Evaluation Committee composed of at least three (3) representatives of the Authority. The Evaluation Committee may choose to make use of the expertise of outside consultants in an advisory role. 7.2 Oral Presentation and/or Clarification of Proposal After the submission of proposals, unless requested by the Authority as noted below, vendor contact with the Authority is not permitted. A respondent may be required to give an oral presentation to the Evaluation Committee concerning its proposal. The Evaluation Committee may also require a respondent to submit written responses to questions regarding its proposal. The purpose of such communication with a respondent, either through an oral presentation or by letter, is to provide an opportunity for the respondent to clarify or elaborate on its proposal. No comments regarding other proposals are permitted. Respondents may not attend presentations made by other respondents. It is within the Evaluation Committee s discretion whether to require a respondent to give an oral presentation or require a respondent to submit written responses to questions regarding its proposal. Action by the Evaluation Committee in this regard should not be construed as an acceptance or rejection of a proposal. 7.3 Evaluation Criteria All proposals will be reviewed to determine responsiveness. The Authority may reject nonresponsive proposals without evaluation, but may waive minor non-compliance. An Evaluation Committee will evaluate responsive proposals. The following evaluation criteria categories,

16 separate or combined in some manner, and not necessarily listed in order of significance, will be used to evaluate and rank responses received in response to this RFQ: Knowledge and experience of attorneys in the practice area; Experience of the firm in the practice area; Resources of the firm; Approach to communication with the Authority; Past experience of the Authority and/or other authorities/agencies with the firm and/or attorneys; and Exceptions taken to the Professional Services Agreement. Responses will be ranked based on technical merit. The Authority desires to select one or more multi-disciplined firms as special legal counsel that meet the requirements of this RFQ. 7.4 Negotiation and Best and Final Offer (BAFO) Following the opening of proposals, the Authority reserves the right, pursuant to N.J.S.A. 52:34-12(f), to negotiate one or more of the following contractual issues: the technical services offered, the terms and conditions and/or the price of a proposed contract award with any respondent, and/or solicit a Best and Final Offer (BAFO) from one or more respondents. All contacts, records of initial evaluations, any correspondence with respondents related to any request for negotiation or BAFO, any revised technical and/or price proposals, the Evaluation Committee report and the award recommendation, will remain confidential until the evaluation process is completed. 8.0 Special Counsel Designations A firm selected pursuant to this RFQ will be the subject of a Special Legal Counsel designation. In selecting a firm to be retained for a particular matter, the Authority will choose a firm from among the designated firms, as appropriate, based on the following factors, combined or separate, and not necessarily listed in order of significance: Magnitude or complexity of the matter; The firm and/or attorney s past success in handling similar matters; Whether the experience and knowledge of the firm and attorney coincide with the type of legal work to be performed; The firm s capacity to staff and perform the required work; and

17 Any current adversarial position or conflict of interest between the firm/attorney and the Authority. If a particular matter requires expertise in practice areas outside those encompassed by existing lists, a separate RFQ will be advertised for that retention, if time permits. If the matter requires confidentiality or if time does not permit the issuance of an RFQ, the Authority reserves the right to engage separate counsel for such matter. 9.0 Contract Award The final contract shall consist of this RFQ, any addenda issued to this RFQ, the respondent s response, with any amendments agreed upon by the parties, and the Professional Services Agreement, Attachment 2, with any amendments agreed upon by the parties. The respondents shall execute Attachment 2, and submit the agreement with its response. Exceptions taken to the Agreement will be considered as a factor in evaluating responses. The Authority reserves all rights to reject any and all responses based upon exceptions taken to the Agreement. Execution of Attachment 2 is not to be construed as entering into a contract with the Authority but rather as a submission of an offer to contract with the Authority. The Authority reserves the right to award a one-year contract, two-year contract or a one-year contract with an option to renew for a second year Performance Evaluations At the conclusion of each matter handled by a firm, but in no event less frequently than annually, the Authority or its designee may evaluate the firm s performance. The evaluation will focus on responsiveness; quality of work; adequacy and appropriate utilization of resources; adherence to invoice submittal standards; and cost effectiveness. The Authority or designee will advise each firm of any problem areas. If, as result of one or more evaluations, the Authority determines, in its sole discretion, that a firm should be removed from the list of designated counsel, the firm may be removed from the list after written notice is provided to the firm. Other than this written notice, nothing in this RFQ creates any rights, entitlements, privileges, or presumptions in favor of a law firm that would constrain the Authority s right to remove a firm from the list of designated special counsel.

18 Attachment 1 CASINO REINVESTMENT DEVELOPMENT AUTHORITY SIGNATORY PAGE REQUEST FOR QUALIFICATIONS: Special Legal Counsel FOR INFORMATION: CRDA 15 S. Pennsylvania Avenue Atlantic City, New Jersey Name, Address, Phone, Facsimile number, and Contact person for respondent: SIGNATURE OF THE RESPONDENT S AUTHORIZED REPRESENTATIVE ATTESTS THAT THE RESPONDENT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE SOLICITATION, INCLUDING, WITHOUT LIMITATION, THE TERMS AND CONDITIONS OF THE ATTACHED PROFESSIONAL SERVICES AGREEMENT (AS AMENDED DURING THE QUESTIONS AND ANSWERS PERIOD) AND ANY ADDENDA ISSUED. BY SIGNING BELOW, RESPONDENT AGREES TO HOLD ITS PROPOSAL FIRM FOR A PERIOD OF NO LESS THAN NINETY (90) DAYS FROM THE DATE OF PROPOSAL OPENING OR THE DATE OF CONTRACT AWARD, WHICHEVER COMES FIRST. FAILURE OF THE RESPONDENT TO HOLD PRICES FIRM OR TO MEET OTHER TERMS AND CONDITIONS DEFINED IN THE SOLICITATION MAY RESULT IN THE RESPONDENT BEING SUSPENDED OR DEBARRED FROM CONTRACTING WITH THE CRDA. Name and Title of Person Authorized to sign proposal: Signature Date

19 Attachment 2 Professional Services Agreement (referred to hereinafter as the Law Firm ) THIS PROFESSIONAL SERVICES AGREEMENT (the Agreement ) is made as of this day of, 2016 (the Effective Date ), by and between the CASINO REINVESTMENT DEVELOPMENT AUTHORITY (the Authority ), a public body corporate and politic constituting an instrumentality of the State of New Jersey, and the Law Firm identified above. Background A. Pursuant to a request for qualifications (the RFQ ) and the Law Firm s response thereto dated (the Response ), the Authority has selected the Law Firm to serve as Special Counsel to the Authority for the practice areas outlined in the RFQ, as and when determined by the Authority, in its sole discretion (the Services ). B. Pursuant to Resolution 16- adopted, the Authority desires to engage and the Law Firm desires to accept the engagement to provide Services, all as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Authority and the Law Firm, intending to be legally bound, hereby agree as follows: 1. Copies of the RFQ and the Response are annexed hereto as Exhibits A and B respectively. By this reference, the RFQ and the Response are incorporated in and made a part of this Agreement as if set forth herein in full. In case of a conflict or inconsistency between the provisions of the RFQ and the Response, on the one hand, and this Agreement, on the other hand, the provisions of this Agreement shall govern to the extent of such conflict or inconsistency. 2. The Law Firm, in consideration of the execution and delivery of this Agreement, agrees to render the Services, as more fully described in section 2 of the RFQ. 3. The attorney(s) listed on Exhibit C will be the attorney(s) primarily responsible for Authority matters, although other attorneys in the Law Firm may also work on matters for the Authority. The Authority acknowledges that all members of the Firm will need the full cooperation of the Authority. 4. (a) The Authority will make payment to the Law Firm for services rendered on Authority matters at the rates described in Section 4 of the RFQ. The Authority will be billed for all time spent on its behalf, other than time for travel. The Law Firm s statements will set forth the time spent by each attorney and legal assistant, and a description of all work performed

20 in detail reasonably satisfactory to the Authority, the amount of its fees and certain other charges, including, but not limited to, document reproduction, computerized research and out-of pocket disbursements, such as delivery charges and use of service providers, such as printers. Statements normally will be rendered monthly for work performed, charges and expenses recorded during the previous month. The Authority will use its best efforts to pay each statement within forty-five (45) days of receipt, unless the Authority disputes the statement, in which event the Authority will notify the Law Firm of such dispute within twenty (20) days of receipt of the statement. (b) The Law Firm shall not charge and Authority shall not be obligated to pay any additional fees or expenses, unless detailed in this Agreement. Authority shall not be obligated or liable under this Agreement to any party, other than the Law Firm, for the payment of any monies or the provision of any goods or services. 5. The Law Firm and the Authority hereby incorporate into this Agreement the mandatory language of N.J.A.C. 17:27-3.4(a) and the mandatory language of N.J.A.C. 17: promulgated pursuant to N.J.S.A. 10:5-31 to 38 (P.L. 1975, c. 127, as amended and supplemented from time to time), and the Law Firm agrees to comply fully with the terms, the provisions and the conditions of N.J.A.C. 17:27-3.4(a) and N.J.A.C. 17:27-5.3, provided that N.J.A.C. 17:27-3.4(a) shall be applied. 6. The Law Firm acknowledges the restrictions pertaining to conflicts set forth in Section 3.1 of the RFQ. The Law Firm hereby (a) represents to the Authority that it is not retained by or otherwise rendering services to any casino in the State of New Jersey or any affiliate thereof or any association comprised of casinos in the State of New Jersey or holders of casino licenses in the State of New Jersey, and (b) agrees that it will not render services to any of the above while providing special counsel services to the Authority. 7. The initial term of this Agreement shall commence August 1, 2016 and shall expire July 31, 2017, or earlier terminated as provided herein (the Termination Date ), provided however, that the Agreement shall remain in full force and effect for any Services requested by Authority prior to and performed by the Law Firm after the Termination Date ( Post Termination Services ). Authority may terminate the Agreement for any reason or no reason upon at least ten (10) days' prior written notice to the Law Firm. Law Firm shall be paid for work performed and accepted by the Authority until the close of business on the Termination Date, or, in the case of Post Termination Services, the date of Authority s acceptance of such services. In addition, the Law Firm may withdraw from its representation of the Authority if the Authority fails to fulfill its obligations under this Agreement, including its obligation to pay the fees and charges of the Law Firm as provided herein, or as permitted or required under any applicable standards of professional conduct or rules of court, all upon reasonable notice to the Authority. 8. At the Authority s request upon termination of this Agreement and upon receipt by the Law Firm of payment for all outstanding fees and charges, the files pertaining to Authority matters, Authority s papers and property will be returned promptly to the Authority. The Law Firm reserves the right to dispose of any documents or other materials retained by it after the termination of this Agreement, provided, however, that prior to such disposal, the Law

21 Firm shall provide written notice to Authority of such pending disposition and allow Authority the opportunity to retrieve such documents and materials from the Law Firm. 9. (a) The Law Firm represents that it does not have an existing financial interest and will not acquire any such interest, direct or indirect, which could conflict in any manner or degree with the performance of Services under this Agreement and that no person having any such interest shall be subcontracted in connection with this Agreement, or employed by the Law Firm. The Law Firm will also take all necessary steps to avoid the appearance of a conflict of interest and shall have a duty to disclose to the Authority prior to entering into, and during the term of, this Agreement any and all circumstances existing at such time which pose a potential conflict of interest. (b) The Law Firm warrants that it has not directly or indirectly offered or given, and will not directly or indirectly offer or give, to any employee, agent, or representative of Authority any cash or non-cash gratuity or payment with view toward securing any business from Authority or influencing such person with respect to the conditions, or performance of any agreements with or orders from Authority, including without limitation this Agreement. Any breach of this warranty shall be a material breach of each and every agreement between Authority and the Law Firm. (c) Should a conflict of interest issue arise, the Law Firm agrees to fully cooperate in any inquiry and to provide Authority or its designee with all documents or other information reasonably necessary to enable Authority or its designee to determine whether or not a conflict of interest existed or exists. Failure to comply with the provisions of this section shall constitute grounds for immediate termination of this Agreement, in addition to whatever other remedies the Authority may have. 10. At all times during the term of this Agreement and any renewal or extension, the Law Firm shall procure and maintain, at its sole cost and expense, general liability insurance for damages imposed by law or assumed under this Agreement, of the kinds and amounts hereinafter provided, from insurance companies admitted or approved to do business in the State of New Jersey. The Authority shall be identified as a named insured on the policies of insurance set forth in subpart (c) and (d) with an endorsement that the policy shall not be cancelled, materially changed or non-renewed without forty-five (45) days notice to Authority by certified mail. The Law Firm shall provide the Authority with Certificates of Insurance for the policies of insurance set forth herein. The Authority reserves the right to require the Law Firm to furnish the Authority complete, certified copies of all required insurance policies. (a) Worker's Compensation Insurance: Worker's Compensation Insurance shall be provided in accordance with the requirements of the laws of this State. (b) Employer's Liability Insurance: Employer's Liability Insurance shall be provided for bodily injury by accident in the amount of $100,000 each accident; bodily injury by disease in the amount of $100,000, each employee; bodily injury by disease, $500,000 policy limit.

22 (c) Commercial General Liability: The minimum limit of liability shall be $1,000,000 per occurrence (combined single limit for bodily injury and property damage)/ $2,000,000 aggregate, including products/completed operations and contractual liability insurance, which shall include coverage for the liability assumed under this Agreement in an amount not less than $1,000,000. The coverage to be provided under this policy shall be at least as broad as that provided by the standard, basic, un-amended and unendorsed comprehensive general liability coverage forms currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage. (d) Comprehensive Automobile Liability Insurance: The policy shall cover owned, non-owned, hired, leased and rented vehicles with minimum limits of liability in the amount of $1,000,000 per accident as a combined single limit for bodily injury and property damage. The coverage provided shall include automobile contractual liability covering liability assumed under this Agreement. (e) Lawyers Professional Liability (Errors and Omissions): Written on a claims made basis, with not less than $1,000,000 for the Law Firm and not less than $1,000,000 for any licensed professional engineers or other licensed professional retained by the Law Firm against any and all liabilities arising out of or in connection with the negligent acts, errors or omissions of the Law Firm, its licensed subconsultants, contractors or subcontractors. 11. By signing this Agreement, the Law Firm certifies that the Law Firm and any of its principals (a) are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of Agreements by any public agency, (b) have not, within a five-year period preceding this Agreement, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state or local government agreement or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and are not presently indicted for, or otherwise criminally or civilly charged by a government entity with, commission of any of these offenses, and (c) are and shall remain in good standing with the bar of the state(s) in which they are licensed. 12. The validity, interpretation and performance of this Agreement shall be determined according to the laws of the State of New Jersey. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid. However, if any provision of this Agreement shall be held to be prohibited by or invalid under any applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. 13. Provisions of this Agreement may be waived by Authority only by a written statement expressing that it is intended as a waiver of specified provisions of the Agreement. The Authority s approval, acceptance use or payment for any part of the Law Firm s services shall not in any way alter the Law Firm s obligations, or waive any of the Authority s rights, under this Agreement.