STATE OF NORTH CAROLINA

Transcription

1 STATE OF NORTH CAROLINA Department of State Treasurer Request for Proposal #: 07-S12038 Bond Counsel Pool Date of Issue: January 19, 2016 Expression of Interest Due Date: February 1, 2016 Proposal Due Date: February 15, 2016 Direct all inquiries concerning this RFP to: (Ms.) Robin M. Hammond Assistant General Counsel Phone:

2 STATE OF NORTH CAROLINA Request for Proposal # 07-S12038 For internal State agency processing, including tabulation of proposals in the Interactive Purchasing System (IPS), please provide your company s Federal Employer Identification Number or alternate identification number (e.g. Social Security Number). Pursuant to North Carolina General Statute (b) this identification number shall not be released to the public. This page will be removed and shredded, or otherwise kept confidential, before the procurement file is made available for public inspection. This page is to be completed and returned with your proposal. Failure to do so may subject your proposal to rejection. ID Number: Federal ID Number or Social Security Number Vendor Name

3 Vendor: Refer ALL Inquiries regarding this RFP to: (Ms.) Robin M. Hammond Assistant General Counsel State and Local Government Finance 3200 Atlantic Avenue Raleigh, NC EXECUTION In compliance with this Request for Proposals ( RFP ), and subject to all the conditions herein, the undersigned Vendor offers and agrees to furnish and deliver any or all items upon which prices are bid, at the prices set opposite each item within the time specified herein. By executing this proposal, the undersigned Vendor certifies that this proposal is submitted competitively and without collusion (G.S ), that none of its officers, directors, or owners of an unincorporated business entity has been convicted of any violations of Chapter 78A of the General Statutes, the Securities Act of 1933, or the Securities Exchange Act of 1934 (G.S ), and that it is not an ineligible Vendor as set forth in G.S False certification is a Class I felony. Furthermore by executing this proposal, the undersigned certifies to the best of Vendor s knowledge and belief, that it and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal or State department or agency. As required by G.S , the undersigned Vendor certifies that it, and each of its sub-contractors for any Contract awarded as a result of this RFP, complies with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system. G.S and Executive Order 24 (2009) prohibit the offer to, or acceptance by, any State Employee associated with the preparing of plans, specifications, estimates for public Contract; or awarding or administering public Contracts; or inspecting or supervising delivery of the public Contract of any gift from anyone with a Contract with the State, or from any person seeking to do business with the State. By execution of any response in this procurement, you attest, for your entire organization and its employees or agents, that you are not aware that any such gift has been offered, accepted, or promised by any employees of your organization. Failure to execute/sign proposal prior to submittal shall render proposal invalid and it WILL BE REJECTED. Late proposals cannot be accepted. VENDOR: STATE OF NORTH CAROLINA Department of State Treasurer Request for Proposal # 07-S12038 Proposals will be opened February 15, 2 p.m. and evaluated through March 18, 5 p.m. Interviews will be conducted: Feb.29 - March 11, 2016 Contract Type: Open Market Commodity No. and Description: Using Agency: Department of State Treasurer Requisition No.: STREET ADDRESS: P.O. BOX: ZIP: CITY & STATE & ZIP: TELEPHONE NUMBER: TOLL FREE TEL. NO: PRINCIPAL PLACE OF BUSINESS ADDRESS IF DIFFERENT FROM ABOVE (SEE INSTRUCTIONS TO VENDORS ITEM #10): PRINT NAME & TITLE OF PERSON SIGNING ON BEHALF OF VENDOR: FAX NUMBER: VENDOR S AUTHORIZED SIGNATURE: DATE: Offer valid for at least 60 days from date of proposal opening, unless otherwise stated here: 120 days. After this time, any withdrawal of offer shall be made in writing, effective upon receipt by the agency issuing this RFP. ACCEPTANCE OF PROPOSAL If any or all parts of this proposal are accepted by the State of North Carolina, an authorized representative of the Department of State Treasurer shall affix his/her signature hereto and this document and all provisions of this Request For Proposal along with the Vendor proposal response and the written results of any negotiations shall then constitute the written agreement between the parties. A copy of this acceptance will be forwarded to the successful Vendor(s). FOR STATE USE ONLY: Offer accepted and Contract awarded this day of, 20, as indicated on the attached certification, by. Bond (Authorized and Public Representative Finance Counsel of Department Pool RFP of State 12/28/15 Treasurer). Page 1 of 23

4 Table of Contents 1.0 PURPOSE AND BACKGROUND GENERAL INFORMATION REQUEST FOR PROPOSAL DOCUMENT NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS CONTRACT PERIOD RFP SCHEDULE EXPRESSION OF INTEREST QUESTIONS AND REQUESTS FOR CLARIFICATION MANDATORY PRE-PROPOSAL CONFERENCE CALL PROPOSAL SUBMITTAL PROPOSAL REQUIREMENTS AND CONTENTS DEFINITIONS, ACRONYMS, AND ABBREVIATIONS EVALUATION AND AWARD METHOD OF AWARD CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS PROPOSAL EVALUATION PROCESS EVALUATION CRITERIA VENDORS REPRESENTATIONS SCOPE OF WORK TRANSITION ASSISTANCE CONTRACT AND ADMINISTRATION CONTRACT PROJECT MANAGER AND CUSTOMER SERVICE POST AWARD MANAGEMENT REVIEW MEETINGS CONTINUOUS IMPROVEMENT DISPUTE RESOLUTION CONTRACT CHANGES ATTACHMENT A: INSTRUCTIONS TO VENDORS ATTACHMENT B: GENERAL CONTRACT TERMS AND CONDITIONS ATTACHMENT C: PRICING ATTACHMENT D: CERTIFICATION OF FINANCIAL CONDITION Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 2 of 23

5 1.0 PURPOSE AND BACKGROUND The North Carolina Department of State Treasurer ( Department ) requests proposals from law firms to serve in a three (3) member pool of pre-qualified, experienced attorneys, the members of which may be called upon to serve on rotating bases as public finance counsel and bond counsel (in General Obligation, Special Indebtedness and GARVEE bond transactions), to the State and Local Government Finance Division ( Division ). The Division manages most of the debt issuances for the State, as well as (through the Local Government Commission), those of all North Carolina units of local government and public authorities that are authorized to issue debt. Additionally, the Division houses the North Carolina Capital Facilities Finance Agency which acts as a conduit issuer of debt under authority set forth in G.S. Chapter 159D. The Department s use of outside bond and public finance counsel is necessary due to the unique and highly specialized character of the work, including matters of tax and federal securities laws. The employment of outside bond and public finance counsel is undertaken pursuant to an exemption from the State s purchasing and contracting requirements, and with the approval of the Attorney General s Office. Proposals are solicited from law firms with significant and demonstrated expertise in public finance work. Proposals shall be submitted in accordance with the terms and conditions of this RFP and any addenda issued hereto. 2.0 GENERAL INFORMATION 2.1 REQUEST FOR PROPOSAL DOCUMENT The RFP is comprised of the base RFP document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFP in advance of any Contract award are incorporated herein by reference. 2.2 NOTICE TO VENDORS REGARDING RFP TERMS AND CONDITIONS It shall be the Vendor s responsibility to read the Instructions, the State s terms and conditions, all relevant exhibits, attachments and any other components made a part of this RFP, and comply with all requirements and specifications herein. Vendors also are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFP. If Vendors have questions, issues, or exceptions regarding any term, condition, or other component within this RFP, those should be submitted as questions as outlined in the instructions of this RFP. If the State determines that any changes will be made as a result of the points raised, then such decisions will be communicated in the form of an RFP addendum. The State may also elect to leave open the possibility for later negotiation of specific components of the Contract that have been addressed during the question and answer period. Other than through this process, the State rejects and will not be required to evaluate or consider any additional or modified terms and conditions submitted with Vendor s proposal. This applies to any language appearing in or attached to the document as part of the Vendor s proposal that purports to vary any terms and conditions or Vendors instructions herein or to render the proposal non-binding or subject to further negotiation. By execution and delivery of this RFP response, the Vendor agrees that any additional or modified terms and conditions, whether submitted purposely or inadvertently, shall have no force or effect, and will be disregarded. Noncompliance with, or any attempt to alter or delete, this paragraph shall constitute sufficient grounds to reject Vendor s proposal as nonresponsive. If a Vendor desires modification of the terms and conditions of this solicitation, it is urged and cautioned to inquire during the question period, in accordance with the instructions in this RFP, about whether a specific, proposed language modification is acceptable to or will be considered by the State. Identification of objections or exceptions to the State s terms and conditions in the proposal shall not be allowed and shall have no effect. A Vendor may, Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 3 of 23

6 however, attach a separate page to its proposal, titled Request for Proposed Modifications to Terms and Conditions, and identify specific modifications that it requests the State to consider. The State will evaluate all proposals without regard to any proposed modifications. Once a proposal has been identified as the one for which an award recommendation has been made, but prior to approval of the recommendation, the State, in its sole and absolute discretion, may consider any proposed modifications attached to that proposal. Any modification(s) to the terms and conditions agreed to by the State will be identified in the Certification of Award. Any ambiguity, vagueness, inconsistency or conflict, either internal to such modification(s) or arising when read in conjunction with other portions of the Contract, shall be construed strictly in favor of the State. Only those proposed modifications identified in the award certification shall be part of the Contract, and the State may ignore all proposed modifications, accept one or more and ignore others, accept all or, through negotiations prior to certification of award, agree to compromise language concerning one or more proposed modifications. By executing and submitting its proposal in response to this RFP, Vendor understands and agrees that the State may exercise its discretion not to consider any and all proposed modifications Vendor(s) may request. Contact with anyone working for or with the State regarding this RFP other than the contact person named on the face page of this RFP, in the manner specified by this RFP, shall constitute grounds for rejection of said Vendor s offer, at the State s election. 2.3 CONTRACT PERIOD Each Vendors selected as members of the pool of outside bond and public finance counsels will be selected for a two (2) year implementation contract period with the option to renew for three (3) periods of one (1) year each after successful negotiations, for a total potential Contract Term of five (5) years per Vendor. Separate Contracts will be entered into with each member of the pool. The function of bond counsel will be rotated among the members of the pool with the intention that the volume of work and remuneration will be similar over the course of the Contract Term. The function of public finance counsel will be assigned to pool members in the sole discretion of the Division, and there will be no attempt to equitably rotate the work among the members of the pool. Selection to the pool of bond and public finance counsels and entering into a Contract will not guarantee any proposer that it will be selected to represent the Division as bond or public finance counsel or be requested to provide any other services contemplated by this RFP. Note: The Department reserves the right to engage counsel outside this RFP in special situations (as determined by the Department) in order to obtain the most qualified representation warranted for such special situation. 2.4 RFP SCHEDULE The table below shows the intended schedule for this RFP. All dates are subject to modification by the Department. Event Responsibility Date and Time Issue RFP State January 19, 2016 Expression of Interest Due Vendor February 1, 5 p.m. Submit Written Questions Vendor February 1, 5 p.m. Provide Response to Questions State February 5, 5 p.m. Mandatory Conference Call State & Vendor February 8, 1:30 p.m. Submit Proposals Vendor February 15, 5 p.m. Proposals Opened; Evaluated State February 2 p.m. & evaluated through March 18, 5 p.m. Interviews (as determined by State) State & Vendor February 29-March 11, 2016 Law Firms Selected and Notified State March 18, 2016 Contract Effective Date State & Vendor April 1, 2016 Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 4 of 23

7 2.5 EXPRESSION OF INTEREST All firms desiring to participate in this RFP process shall file an expression of interest with the Department by directed to by 5:00 p.m. Eastern Time on February 1, QUESTIONS AND REQUESTS FOR CLARIFICATION Upon review of the RFP documents, Vendors may have questions to clarify or interpret the RFP in order to submit the best proposal possible. To accommodate the Proposal Questions process, Vendors shall submit any such questions by 5:00 p.m. on February 1, Written questions shall be ed to by the date and time specified above. Vendors should enter RFP # 07-S12038: Questions as the subject for the . Question submittals should include a reference to the applicable RFP section and be submitted in the format shown below: Reference Vendor Question RFP Section, Page Number Vendor question? The Department will only respond to those questions that have been submitted in writing by the date and time noted above. Responses to any inquiries regarding this RFP will be distributed to all firms that have submitted an Expression of Interest. 2.7 MANDATORY PRE-PROPOSAL CONFERENCE CALL Mandatory Pre-proposal Conference Call Date: February 8, 2016 Time: 1:30 PM Eastern Time Instructions: It shall be MANDATORY that each Vendor representative participate in a pre-proposal conference call on February 8, Attendees must call , Access Code # promptly at 1:30 PM Eastern Time. At the beginning of the call, Department personnel will ask all participants to identify themselves. AFTER THIS ROLL IS TAKEN, LATE CALLERS WILL NOT BE ALLOWED TO PARTICIPATE IN THE CONFERENCE CALL, NOR SHALL THEIR PROPOSALS BE CONSIDERED. BEFORE THE CALL PROCEEDS, THE ATTENDANCE ROLL WILL BE COMPARED TO THE EXPRESSION OF INTEREST LIST. ANY FIRM NOT ON BOTH LISTS WILL NOT BE ALLOWED TO PARTICIPATE IN THE CONFERENCE CALL. The purpose of this call is for all prospective Vendors to apprise themselves of the conditions and requirements which will affect the performance of the work called for by this RFP. Vendors must remain on the phone line for the duration of the call. Vendors are cautioned that any information released to attendees during the conference call which conflicts with, supersedes, or adds to requirements in this RFP, must be confirmed by written addendum before it can be considered to be a part of this proposal. 2.8 PROPOSAL SUBMITTAL Sealed proposals, subject to the conditions made a part hereof and the receipt requirements described below, shall be received at the address indicated in the table below, for furnishing and delivering those items or services as described herein. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 5 of 23

8 Mailing address for delivery of proposal via US Postal Service PROPOSAL NUMBER: 07-S Atlantic Avenue Raleigh, NC Attn: (Ms.) Robin M. Hammond, Asst. General Counsel Office Address of delivery by any other method (special delivery, overnight, or any other carrier) PROPOSAL NUMBER: 07-S12038 Longleaf Building 3200 Atlantic Avenue Raleigh, NC Attn: (Ms.) Robin M. Hammond, Asst. General Counsel IMPORTANT NOTE: All proposals shall be physically delivered to the office address listed above on or before the proposal deadline in order to be considered timely, regardless of the method of delivery. This is an absolute requirement. All risk of late arrival due to unanticipated delay whether delivered by hand, U.S. Postal Service, courier or other delivery service is entirely on the Vendor. It is the sole responsibility of the Vendor to have the proposal physically in the listed office by the specified time and date. The time of delivery will be marked on each proposal when received, and any proposal received after the proposal submission deadline will be REJECTED. Sealed proposals, subject to the conditions made a part hereof, will be received at the address indicated in the table in this Section, for furnishing and delivering the commodity as described herein. All Vendors are urged to take the possibility of delay into account when submitting a proposal. Attempts to submit a proposal via facsimile (FAX) machine, telephone or electronic means, including but not limited to in response to this RFP, shall NOT be accepted. a) All submissions, including any appendices, must be no more than fifteen (15) double-sided pages in length including attachments. Three paper copies of the proposal shall be submitted along with a scanned copy saved in.pdf format on a flash drive. b) Submit your proposal in a sealed package. Clearly mark each package with: (1) Vendor name; (2) the RFP number; and (3) the due date. Address the package(s) for delivery as shown in the table above. If Vendor is submitting more than one (1) proposal, each proposal shall be submitted in a separate sealed envelope and marked accordingly. For delivery purposes, separate sealed envelopes from a single Vendor may be included in the same outer package. Proposals are subject to rejection unless submitted with the information above included on the outside of the sealed proposal package. 2.9 PROPOSAL REQUIREMENTS AND CONTENTS Vendors shall populate all attachments of this RFP that require the Vendor to provide information and include an authorized signature where requested. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: a) General. To be considered for the RFP, the Vendor must maintain a fully-staffed office in the State and have a qualified attorney to provide services whose primary residence and legal domicile are in the State. The qualified attorney must be licensed by, and in good standing with, the North Carolina State Bar. The qualified attorney must be listed in the North Carolina municipal bond attorneys section of the most recent edition of The Bond Buyer s Municipal Marketplace (Red Book). b) Cover Letter. Provide a cover letter signed by the individual(s) authorized to contractually bind the Vendor. c) Title Page: Include the company name, address, phone number and authorized representative s name along with the Proposal Number. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 6 of 23

9 d) Expertise and Experience. Briefly describe the Vendor s practice in public finance and related areas of the law, give a brief history of the firm and provide a firm resume. Highlight experience with North Carolina issuers, State statutes and the North Carolina Constitution. In table format, identify comparable legal services where the firm has served as bond and/or public finance counsel during the past seven years ( ), identifying the issuer by name and the total amount of the issue, and include a brief description of any matter that called for outside public finance counsel assistance. e) Personnel. Provide resumes of the qualified attorney and any others who will provide services over the Contract Term. Vendor shall not substitute key personnel assigned to the performance of any Contract resulting from this RFP without prior written approval by the Contract Lead. Vendor shall notify the Contract Lead of any desired substitution, including the name(s) and references of Vendor s recommended substitute personnel. The State will approve or disapprove the requested substitution in a timely manner. The State may, in its sole discretion, terminate the services of any person providing services under this Contract. Upon such termination, the State may request acceptable substitute personnel or terminate the Contract services provided by such personnel. f) Conflicts of Interests. Describe any existing or potential conflict of interest arising from your relationships with or representation of other parties that should be considered as a factor in determining your objectivity, and provide to the Department sufficient facts, legal implications, and possible effects in order for the Department to appreciate the significance of each potential conflict and grant an appropriate waiver, if necessary. g) Malpractice Insurance. Provide the limits of Vendor s malpractice coverage. Please state whether Vendor has settled any past claims or has any claims pending against it related to opinions delivered in prior bond issues. Vendor is required to carry malpractice coverage acceptable to the State throughout the duration of the Contract. h) Discipline or Other Regulatory Sanctions. (i) Has Vendor or any of its attorneys identified herein been named as a defendant in any malpractice or disciplinary actions? If so, briefly describe any such action and the outcome. (ii) Has Vendor or any of its officers or directors, or any of its employees or other personnel that will provide services contemplated by this RFP received a criminal felony conviction, or conviction of any crime involving moral turpitude, including, but not limited to fraud, misappropriation or deception? If so, briefly describe the action and outcome. (iii) Has Vendor or any of its officers or directors, or any of its employees or other personnel that will provide services as contemplated herein been the subject of, or is there a pending criminal investigation for, any offense involving moral turpitude, including, but not limited to fraud, misappropriation, falsification or deception? If so, briefly describe such action. (iv) Has Vendor or any of its officers, directors or its professional employees expected to provide services as contemplated herein had any regulatory sanctions levied against it by any state or federal regulatory agencies (including specifically the North Carolina State Bar, North Carolina Department of Revenue, the Securities and Exchange Commission and the Internal Revenue Service) within the past three years? If so, briefly describe such action and its outcome. As used herein, the term regulatory sanctions includes the revocation or suspension of any license or certification, the levying of any monetary penalties or fines, and the issuance of any written warnings. (v) Are there any regulatory investigations by any state or federal regulatory agencies pending against Vendor or any of its officers, directors or its professional employees expected to provide services hereunder? If so, briefly describe the action and its outcome. (vi) Are there any civil litigation or arbitration proceedings or judgments pending against Vendor or any of its officers, directors or its professional employees expected to provide services on this project during the three (3) years preceding submission of this RFP? If so, briefly describe the action. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 7 of 23

10 Vendor s responses to these requests shall be considered to be continuing representations, and Vendor s failure to notify the State within thirty (30) days of any regulatory or criminal litigation, investigation or proceeding involving Vendor or its then current officers, directors or persons providing services under any Contract that results from this RFP during such Contract s term shall constitute a material breach of said Contract. The provisions of this paragraph shall also apply to any subcontractor utilized by Vendor to perform services under said Contract. i) Diversity/Inclusiveness of Firm. The Department is seeking firms that can perform the legal services required and also are able to demonstrate good corporate citizenship with a commitment to seeking, recognizing, and promoting diverse talents within the organization. Factors that may be credited as they relate to a firm s commitment to, and existing practice of, diversity, include, but are not limited to: whether or not the firm is a NC State HUB certified company, and whether there are partners, lead attorneys, staff, or vendors who represent diversity of race, gender and physical ability. In order to help us evaluate the diversity of your firm, please provide all of the following information that is applicable: - a detailed description of the firm's equal opportunity and/or affirmative action policy (this policy may be attached as an addendum) including how the policy pertains to employee hiring; - a description of the firm's program to accommodate disabled employees; - demonstrable evidence of the firms' commitment to diversity; - information about whether or not the firm is a minority or women owned business enterprise, and if so, whether it is certified by any local, state, or other authorized jurisdiction; - any current or planned partnering or subcontracting arrangements the firm has with minority or women owned businesses to perform any of the services contemplated by this RFP; - information on the employee composition of the firm indicating the total number of employees, and the percentages and numbers of minorities, women and disabled individuals employed as partners, associates, and paralegals; - recent promotion statistics by category of women, minority and disabled individuals; - the number of employees hired by Vendor in the past three years, and the percentages of those hired that were women, minorities or disabled individuals (by category). All respondents are asked to demonstrate their commitment to being a good corporate citizen by providing information on charitable and civic activities they sponsor or participate in that improve the communities in which they are located and do business. Please also include information about the following types of activities (or any others not listed here) that your company engages in which benefit the community: - a list of names of women and/or minority owned businesses with which the firm does business; - any internship or mentoring program the firm offers and the percentages of minorities, women and disabled participants in the program; - a description of the firm's profile as a good corporate citizen; - any scholarship programs the firm provides to students and the applicable number of minority, women and disabled recipients; and - any written procurement policies or programs used by the firm to post business relationships with historically under-utilized businesses. j) Other. Completed and signed version of EXECUTION PAGES, and signed receipt pages of any addenda released in conjunction with this RFP. k) ATTACHMENT A: INSTRUCTIONS TO VENDORS. l) ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 8 of 23

11 m) ATTACHMENT C: PRICING. (Completed) The price proposal should include indicative pricing and other information as shown on Attachment C. n) ATTACHMENT D: CERTIFICATION OF FINANCIAL CONDITION. (Completed and signed.) o) References. Using the format shown below, Vendors shall provide at least three (3) references for which the firm has provided services of similar size and scope to those proposed herein. The State will only check references of the Vendors selected for interviews to determine whether the services provided are substantially similar in scope to those proposed herein, and whether each Vendor s performance has been satisfactory. COMPANY NAME CONTACT NAME TELEPHONE NUMBER p) ALTERNATE PROPOSALS (SEPARATE DOCUMENT NOT INCLUDED IN THE PROPOSAL ITSELF): If necessary, a list of Vendor issues or proposed alternative language concerning State Terms and Conditions (see Section 2.2 NOTICE TO VENDORS REGARDING TERMS AND CONDITIONS for additional information). Vendor may submit alternate proposals for various methods or levels of service(s) or that propose different options. Alternate proposals must specifically identify the RFP requirements and advantage(s) addressed by the alternate proposal and must be clearly marked with the legend: Alternate Proposal # for name of Vendor. Each alternate proposal must be for a specific set of services and must include specific pricing. If a Vendor chooses to respond with various service offerings, each must be offered with a separate price and be contained in a separate proposal document DEFINITIONS, ACRONYMS, AND ABBREVIATIONS a) BAFO: Best and Final Offer, submitted by a vendor to alter its initial offer, made in response to a request by the issuing agency. b) CONTRACT LEAD: Representative of the Department who corresponds with potential Vendors in order to identify and contract with that Vendor providing the greatest benefit to the State and who will administer the contract for the State. c) CONTRACT TERM: The initial two (2)-year implementation contract period plus all renewal periods entered into by Vendor and State. The Contracts entered into pursuant to this RFP have potential Contract Terms of five (5) years each and will have actual Contract Terms based on the length of the initial contract plus all renewal contracts actually entered into. d) DEPARTMENT: North Carolina Department of State Treasurer. e) DIVISION: State and Local Government Finance Division. f) GARVEE: Grant Anticipation Revenue Vehicle. g) QUALIFIED PROPOSAL: A responsive proposal submitted by a responsible Vendor. h) RFP: Request for Proposal i) STATE: The State of North Carolina, including any of its sub-units recognized under North Carolina law. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 9 of 23

12 j) STATE AGENCY: Any of the more than 400 sub-units within the executive branch of the State, including its departments, boards, commissions, institutions of higher education and other institutions. k) VENDOR: Supplier, bidder, proposer, company, firm, law firm, corporation, partnership, limited liability company, lawyer, attorney, individual or other entity submitting a response to a Request for Proposal. 3.0 EVALUATION AND AWARD 3.1 METHOD OF AWARD All qualified proposals will be evaluated and awards will be based on the criteria identified below as applied to each proposal. Awards will be made to Vendors meeting the RFP requirements and providing the best value to the State as described below. Up to three firms may be selected for placement in the bond and public finance counsel pool. Selection to the pool and entering into a Contract will not guarantee any proposer that it will be selected to represent the Division as bond or public finance counsel or be requested to provide any other services contemplated by this RFP. The State reserves the right to waive any minor informality or technicality in proposals received, and to reject any proposals that do not meet the specifications and requirements of this RFP. 3.2 CONFIDENTIALITY AND PROHIBITED COMMUNICATIONS DURING EVALUATION During the evaluation period from the date proposals are opened through the date the Contract is awarded each Vendor submitting a proposal (including its representatives, sub-contractors and/or suppliers) is prohibited from having any communications with any person inside or outside the using agency, issuing agency, other government agency office, or body (including the purchaser named above, department secretary, agency head, members of the general assembly and/or governor s office), or private entity, if the communication refers to the content of Vendor s proposal or qualifications, the contents of another Vendor s proposal, another Vendor s qualifications or ability to perform the Contract, and/or the transmittal of any other communication of information that could be reasonably considered to have the effect of directly or indirectly influencing the evaluation of proposals and/or the award of the contract. A Vendor not in compliance with this provision shall be disqualified from Contract award, unless it is determined in the State s discretion that the communication was harmless, that it was made without intent to influence and that the best interest of the State would not be served by the disqualification. A Vendor s proposal may be disqualified if its sub-contractor and supplier engage in any of the foregoing communications during the time that the procurement is active (i.e., the issuance date of the procurement to the date of Contract award). Only those discussions, communications or transmittals of information authorized or initiated by the Department for this RFP or general inquiries directed to the purchaser regarding requirements of the RFP (prior to proposal submission) or the status of the Contract award (after submission) are excepted from this provision. 3.3 PROPOSAL EVALUATION PROCESS The State shall review all Vendor responses to this RFP to confirm that they meet the specifications and requirements of the RFP. The State reserves the right to waive any minor informality or technicality in proposals received, and to reject any proposals that do not meet the specifications and requirements of this RFP. The State will conduct a two-phase evaluation process: Phase One: Proposals will be received from each responsive Vendor in a sealed envelope or package. All proposals must be received by the Department not later than the date and time specified on the cover sheet of this RFP. At that date and time, the packages containing the proposals from each responding Vendor will be opened and a determination made which ones meet the specifications and requirements of this RFP. Such qualified proposals will be provided to the members of the Department s evaluation team for consideration. The Department s evaluation team will be composed of Departmental employees. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 10 of 23

13 Qualified proposals will be evaluated generally according to strengths and weaknesses, completeness, content, ability, experience with similar projects, past performance of the Vendor and its staff and cost, all as demonstrated in the contents of the Vendor s proposal. Specific evaluation criteria are listed in 3.4 EVALUATION CRITERIA, below. The evaluation team will evaluate the responses based on the criteria and, by consensus, determine which firms to invite for interviews; thereafter, invitations to interview may be extended. Phase Two: The evaluation team will conduct interviews with the invited firms. The interviews will allow further evaluations of proposals, and will assist the evaluation team in determining whether the prospective outside counsels and the Division personnel will be able to develop compatible working relationships. The interviews shall not be used as an opportunity to modify the Vendor s initial proposal. After the interviews are completed, the evaluation team will check references for all interviewees and determine by consensus which proposals (up to three in number of the firms interviewed) best meet the requirements of the RFP and afford the best value to the State. The Department may enter into separate negotiations with each firm for possible inclusion in the pool of bond and public finance counsel attorneys. It is anticipated that the end result of the RFP process will be the creation of a three (3) member pool of qualified bond counsel firms whose proposals are most advantageous to the State. Those three (3) firms will comprise the pool of bond and public finance counsel attorneys for the Contract Term. Vendors are cautioned that this is a request for offers, not an offer or request to contract, and the State reserves the unqualified right to reject any and all offers at any time if such rejection is deemed to be in the best interest of the State. The State reserves the right to reject all original offers and request one or more of the Vendors submitting proposals within a competitive range to submit a BAFO, based on discussions and negotiations with the State, if the initial responses to the RFP have been evaluated and determined not to be in the best interest of the State. Awards of Contracts to any Vendor does not mean that the other proposals lacked merit, but that, all factors considered, the selected proposals were deemed most advantageous and represented the best value to the State. 3.4 EVALUATION CRITERIA The evaluation team will utilize evaluation criteria that can be divided into three primary categories: (1) technical capability; (2) managerial capability; and (3) competitiveness and reasonableness of cost. The Department is not required to select the lowest-cost proposal, but may select the proposals that demonstrate the best value overall, and that meet the objectives of this RFP. Technical Capability includes but is not limited to: (1) qualifications of attorneys, particularly those who will serve as lead attorneys; (2) experience with similar legal services, particularly of the assigned attorneys; (3) experience with State statutes and the North Carolina Constitution; (4) depth and strength of firm and (5) experience with federal tax and securities laws. Managerial Capability includes but is not limited to: (1) past performance; (2) efficiency; (3) ability to meet schedules; (4) project organization; and (5) ability to respond to the needs of the Division Competitiveness and Reasonableness of Cost includes, but is not limited to: (1) general quality and completeness of response; (2) quality of work product; (3) the firm s commitment to diversity and inclusiveness; and (4) cost proposal. Cost proposals should be included on ATTACHMENT C: PRICING. For interviewees only, a fourth evaluation criteria consisting of reference checks will be applied at the completion of interviews. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 11 of 23

14 INTERPRETATION OF TERMS AND PHRASES This RFP serves two functions: (1) to advise potential Vendors of the parameters of the service being sought by the Department; and (2) to provide (together with other specified documents) the terms of the Contract resulting from this procurement. As such, all terms in the RFP shall be enforceable as Contract terms in accordance with the General Terms and Conditions. The use of phrases such as shall, must, and requirements are intended to create enforceable Contract conditions. In determining whether proposals should be evaluated or rejected, the Department will take into consideration the degree to which Vendors have proposed or failed to propose solutions that will satisfy the Department s needs as described in the RFP. Except as specifically stated in the RFP, no one requirement shall automatically disqualify a Vendor from consideration. However, failure to comply with any single requirement may result in the Department exercising its discretion to reject a proposal in its entirety. 4.0 VENDOR S REPRESENTATIONS a) Vendor warrants that qualified personnel shall provide services under this Contract in a professional manner. Professional manner means that the personnel performing the services will possess the skill and competence consistent with the prevailing business standards in the industry. Vendor agrees that it will not enter any agreement with a third party that might abridge any rights of the State under this Contract. Vendor will serve as the prime Vendor under this Contract, and Vendor shall be legally responsible for the performance and payment of any subcontractor(s) that may be approved by the State. Names of any third party Vendors or subcontractors of Vendor may appear for purposes of convenience in Contract documents; and shall not limit Vendor s obligations hereunder. Vendor will retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party subcontractor(s). b) If any services, deliverables, functions, or responsibilities not specifically described in this Contract are required for Vendor s proper performance, provision and delivery of the service and deliverables under this Contract, or are an inherent part of or necessary sub-task included within such service, they will be deemed to be implied by and included within the scope of the Contract to the same extent and in the same manner as if specifically described in the Contract. Unless otherwise expressly provided herein, Vendor will furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Vendor to provide and deliver the Services and Deliverables. c) Vendor warrants that it has the financial capacity to perform and to continue to perform its obligations under the Contract; that Vendor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Vendor that could materially adversely affect performance of this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction. 5.0 SCOPE OF WORK GARVEE: In GARVEE transactions, Vendor will work closely with the Division s deputy treasurer, legal counsel, State debt manager and other Division personnel. GARVEE bond counsel shall provide all necessary legal service to issue the bonds, including but not limited to: (1) providing an objective legal opinion with respect to the authorization and issuance of debt obligations and whether interest paid is tax-exempt under federal and/or State laws and regulations; (2) preparing authorizing documents and any other documents needed in connection with the issuance of the bonds, including closing documents and transcripts; (3) reviewing use of proceeds to ensure compliance with applicable State and/or federal law and regulations; (4) participating, if requested, in activities Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 12 of 23

15 associated with rating agency and/or bond insurer review; (5) offering continuing legal advice, as needed, on issues related to the sale of the bonds, any issues that arise post-sale, the trustee administration of the obligations, and in particular, any actions necessary to ensure that interest will continue to be tax-exempt; and (6) providing other legal services as needed. General Obligation Bonds: In General Obligation Bond transactions, Vendor will work closely with the Division s deputy treasurer, legal counsel, State debt manager and other Division personnel. General obligation bond counsel shall provide all legal services necessary to issue the bonds, including but not limited to: (1) providing an objective legal opinion with respect to the authorization and issuance of debt obligations and whether interest paid is taxexempt under federal and/or State laws and regulations; (2) preparing authorizing documents and any other documents needed in connection with the issuance of the bonds, including closing documents and transcripts; (3) reviewing use of proceeds to ensure compliance with applicable State and/or federal law and regulations; (4) participating, if requested, in activities associated with rating agency and/or bond insurer review; (5) offering continuing legal advice, as needed, on issues related to the sale of the bonds, any issues that arise post-sale, the trustee administration of the obligations, and in particular, any actions necessary to ensure that interest will continue to be tax-exempt; and (6) providing other legal services as needed. Special Indebtedness: In Special Indebtedness bond transactions Vendor will work closely with the Division s deputy treasurer, legal counsel, State debt manager and other Division personnel. Special Indebtedness bond counsel shall provide all legal service necessary to issue the bonds, including but not limited to: (1) providing an objective legal opinion with respect to the authorization and issuance of debt obligations and whether interest paid is tax-exempt under federal and/or State laws and regulations; (2) preparing authorizing documents and any other documents needed in connection with the issuance of the bonds, including closing documents and transcripts; (3) reviewing use of proceeds to ensure compliance with applicable State and/or federal law and regulations; (4) participating, if requested, in activities associated with rating agency and/or bond insurer review; (5) offering continuing legal advice, as needed, on issues related to the sale of the bonds, any issues that arise post-sale, the trustee administration of the obligations, and in particular, any actions necessary to ensure that interest will continue to be tax-exempt; and (6) providing other legal services as needed. Public Finance Counsel: Vendors supporting the Division as public finance counsel will work closely with the Division s deputy treasurer, legal counsel, State debt manager and other Division personnel on an as-needed basis. Public finance counsel will be expected to provide advice to the Division on drafting, analyzing, advising or commenting on federal and State legislation, regulations and rules, authority, guidelines and other matters which may have an impact on public finance in North Carolina. Additionally, the public finance counsel will be expected to keep the Division abreast of the latest developments in public finance law, policy and practice, and provide advice to the Division on financial products presented to it for approval. The work may also include appearing before the North Carolina General Assembly and its respective committees, providing other legal services as needed, recommending continuing legal education for the Division s in-house attorney, and providing tax planning and analysis on miscellaneous public finance matters. 5.1 TRANSITION ASSISTANCE If the Contract is not renewed at the end of any term, or is canceled prior to its expiration, for any reason, Vendor must provide, for up to six (6) months after the expiration or cancellation of the Contract, all such reasonable transition assistance requested by the State, to allow for the expired or canceled portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to the State or its designees. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, (notwithstanding this expiration or cancellation) except for those Contract terms or conditions that do not reasonably apply to such transition assistance. The State shall pay Vendor for any resources utilized in Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 13 of 23

16 performing such transition assistance at the most current rates provided by the Contract for performance of the services or other resources utilized. 6.0 CONTRACT AND ADMINISTRATION 6.1 CONTRACT Upon selection, negotiations will commence with the successful respondents to enter into Contracts setting forth the general terms that would govern any subsequent agreements for the services contemplated by this RFP. Should negotiations fail to result in Contracts, the Department shall have the right to terminate negotiations at any time thereafter. The successful respondents will be required to enter into Contracts with the Department. The Contracts will not be binding until approved in accordance with the North Carolina Attorney General s outside counsel contract approval process. 6.2 PROJECT MANAGER AND CUSTOMER SERVICE The Vendor shall designate and make available to the State a project manager. The project manager shall be the State s point of contact for contract related issues and issues concerning performance, progress review, scheduling and service. 6.3 POST AWARD MANAGEMENT REVIEW MEETINGS The Vendor shall meet with the Division for Contract Review Meetings on an as-needed basis at the Division s request. The purpose of these meetings will be to review project progress reports, discuss Vendor and State performance, address outstanding issues, review problem resolution, provide direction, evaluate continuous improvement and cost saving ideas, and discuss any other pertinent topics. 6.4 CONTINUOUS IMPROVEMENT The State encourages the Vendor to identify opportunities to reduce the total cost to the State. A continuous improvement effort consisting of various ideas to enhance business efficiencies may be discussed at the periodic Contract Review Meetings. 6.5 DISPUTE RESOLUTION The parties agree that it is in their mutual interest to resolve disputes informally. A claim by the Vendor shall be submitted in writing to the State s Contract Lead for resolution. A claim by the State shall be submitted in writing to the Vendor s Project Manager for resolution. The Parties shall negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective duties and responsibilities under this Contract. If a dispute cannot be resolved between the Parties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under this Contract. This term shall not constitute an agreement by either party to mediate any dispute. 6.6 CONTRACT CHANGES Contract changes, if any, over the life of the Contract shall be implemented by Contract amendments agreed to in writing by the Department and Vendor. Attachments to this RFP begin on the next page. Bond & Public Finance Counsel Pool Final 2016 RFP 1/19/16 Page 14 of 23