STATE OF NORTH CAROLINA

Transcription

1 STATE OF NORTH CAROLINA Department of State Treasurer Request for Proposal #: 07-S12039 Disclosure Counsel 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-S12039 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-S12039 Proposals will be opened Feb. 2 p.m. and evaluated through March 18, 5 p.m. Interviews will be conducted: Feb.29 - March 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 REPRESENTATION 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. 23 Disclosure Counsel 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 as disclosure counsel to the State and Local Government Finance Division ( Division ), which 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 disclosure 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 disclosure 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 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, 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 Disclosure Counsel Final 2016 RFP 1/19/16 Page 3 of 23

6 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 The Vendor selected as outside disclosure counsel 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. 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, 2:30 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, EXPRESSION OF INTEREST All firms desiring to participate in this RFP process shall file an expression of interest with the Department by directed to robin.hammond@nctreasurer.com 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, Disclosure Counsel Final 2016 RFP 1/19/16 Page 4 of 23

7 Written questions shall be ed to by the date and time specified above. Vendors should enter RFP # 07-S12039: 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 RFP Section, Page Number Vendor Question 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: 2:30 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 2:30 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. 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-S12039 Longleaf Building 3200 Atlantic Avenue Raleigh, NC Attn: (Ms.) Robin M. Hammond, Asst. General Counsel Disclosure Counsel Final 2016 RFP 1/19/16 Page 5 of 23

8 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. 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. In table format, identify comparable legal services where the firm has served as disclosure counsel during the past seven years ( ), identifying the issuer by name and the total amount of the issue. Also, indicate instances where Vendor has provided training in disclosure law and practice. 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 Disclosure Counsel Final 2016 RFP 1/19/16 Page 6 of 23

9 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 its public finance practice. 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. 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: Disclosure Counsel Final 2016 RFP 1/19/16 Page 7 of 23

10 - 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. m) ATTACHMENT C: PRICING. (Completed) The price proposal may be based on hourly rates, blended hourly rates of the several lawyers to be involved (if applicable), a set maximum fee or a monthly flat fee. In addition, Vendor has the option of including a discussion of any methods of compensation or budgeting it has employed in the past with other similar entities. 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. Disclosure Counsel Final 2016 RFP 1/19/16 Page 8 of 23

11 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. 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. Disclosure Counsel Final 2016 RFP 1/19/16 Page 9 of 23

12 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. All qualified proposals will be evaluated and awards will be made to Vendors meeting the RFP requirements and providing the best value to the State as described below. Primary and alternate counsels will be selected to allow for instances of primary counsel s inability to perform due to unavoidable conflicts of interests. 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. 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. Disclosure Counsel Final 2016 RFP 1/19/16 Page 10 of 23

13 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 proposal best meets the requirements of the RFP and affords the best value to the State. The Department may enter negotiations with that firm with the intention of contracting with it disclosure counsel. 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. 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. Disclosure Counsel Final 2016 RFP 1/19/16 Page 11 of 23

14 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 Disclosure counsel will work closely with the Division s deputy treasurer, legal counsel, State debt manager and other Division personnel. Disclosure counsel shall provide all legal services necessary to allow the Department to satisfy its issuer disclosure and post-issuance compliance requirements in GARVEE and other debt issuance transactions, as well as satisfy continuing and secondary market disclosure requirements, including but not limited to: (1) advising the Division and the Department and keeping them informed of rulings issued by federal and State regulatory agencies such as the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board, that may have an impact on the State s disclosure practices; (2) advising the Department and Division on website disclosures; (3) making recommendations to the Department and Division regarding improving the State s disclosure undertaking; (4) drafting and preparing preliminary and final offering documents, continuing disclosure agreements and 10b-5 opinions; (5) conducting thorough due diligence to determine that disclosure is accurate and complete; (6) providing advice and training on IRS post-issuance compliance including representation in connection with any IRS audits or requests for information; (7) preparing disclosure training materials, conducting disclosure training sessions for key personnel in the Department and Division if requested, and advising on the development of disclosure policies and procedures; (8) preparing disclosure documents satisfying SEC Rule 15c2-12 continuing disclosure obligations; (9) providing advice and representation with respect to the SEC s MCDC Initiative; (10) assisting with meeting continuing disclosure obligations including drafting language for annual reports and material event filings; (11) drafting, analyzing, advising and commenting on federal and State legislation, rules, regulations, authority, guidelines and other matters which may have an impact on the State s disclosure undertaking; and (12) providing other legal services as requested or as required by applicable law. Disclosure Counsel Final 2016 RFP 1/19/16 Page 12 of 23

15 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 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. Disclosure Counsel Final 2016 RFP 1/19/16 Page 13 of 23

16 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. The remainder of this page is intentionally left blank Attachments to this RFP begin on the next page. Disclosure Counsel Final 2016 RFP 1/19/16 Page 14 of 23

17 ATTACHMENT A: INSTRUCTIONS TO VENDORS 1. READ, REVIEW AND COMPLY: It shall be the Vendor s responsibility to read this entire document, review all enclosures and attachments, and any addenda thereto, and comply with all requirements specified herein, regardless of whether appearing in these Instructions to Vendors or elsewhere in this RFP document. 2. LATE PROPOSALS: Late proposals, regardless of cause, will not be opened or considered, and will be automatically disqualified from further consideration. It shall be the Vendor s sole responsibility to ensure delivery at the designated office by the designated time. 3. ACCEPTANCE AND REJECTION: The State reserves the right to reject any and all proposals, to waive any informality in proposals and, unless otherwise specified by the Vendor, to accept any item in the proposal. If either a unit price or an extended price is obviously in error and the other is obviously correct, the incorrect price will be disregarded. 4. BASIS FOR REJECTION: Pursuant to 01 NCAC 05B.0501, the State reserves the right to reject any and all offers, in whole or in part, by deeming the offer unsatisfactory as to quality or quantity, delivery, price or service offered, non-compliance with the requirements or intent of this solicitation, lack of competitiveness, error(s) in specifications or indications that revision would be advantageous to the State, cancellation or other changes in the intended project or any other determination that the proposed requirement is no longer needed, limitation or lack of available funds, circumstances that prevent determination of the best offer, or any other determination that rejection would be in the best interest of the State. 5. EXECUTION: Failure to sign EXECUTION PAGE in the indicated space will render proposal non-responsive and it shall be rejected. 6. ORDER OF PRECEDENCE: In cases of conflict between specific provisions in this solicitation, the order of precedence shall be (high to low) (1) any special terms and conditions specific to this RFP, including any negotiated terms; (2) requirements and specifications in Sections 4, 5 and 6 of this RFP; (3) North Carolina General Contract Terms and Conditions in ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS; (4) Instructions in ATTACHMENT A: INSTRUCTIONS TO VENDORS; and (5) Vendor s Proposal. 7. INFORMATION AND DESCRIPTIVE LITERATURE: Vendor shall furnish all information requested and in the spaces provided in this document. Further, if required elsewhere in this proposal, each Vendor must submit with their proposal sketches, descriptive literature and/or complete specifications covering the products offered. Reference to literature submitted with a previous proposal or available elsewhere will not satisfy this provision. Proposals that do not comply with these requirements shall be subject to rejection. 8. SUSTAINABILITY: To support the sustainability efforts of the State of North Carolina we solicit your cooperation in this effort. Pursuant to Executive Order 156 (1999), it is desirable that all responses meet the following: All copies of the proposal are printed double sided. All submittals and copies are printed on recycled paper with a minimum post-consumer content of 30%. Unless absolutely necessary, all proposals and copies should minimize or eliminate use of non-recyclable or non-reusable materials such as plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Three-ringed binders, glued materials, paper clips, and staples are acceptable. Materials should be submitted in a format which allows for easy removal, filing and/or recycling of paper and binder materials. Use of oversized paper is strongly discouraged unless necessary for clarity or Disclosure Counsel Final 2016 RFP 1/19/16 Page 15 of 23

18 legibility. 9. HISTORICALLY UNDERUTILIZED BUSINESSES: Pursuant to General Statute and Executive Order #150 (1999), the State invites and encourages participation in this procurement process by businesses owned by minorities, women, disabled, disabled business enterprises and non-profit work centers for the blind and severely disabled. 10. RECIPROCAL PREFERENCE: G.S establishes a reciprocal preference requirement to discourage other states from favoring their own resident Vendors by applying percentage increases to any proposal by a North Carolina resident Vendor. The Principal Place of Business is defined as the principal place from which the trade or business of the Vendor is directed or managed. 11. CONFIDENTIAL INFORMATION: To the extent permitted by applicable statutes and rules, the State will maintain confidential trade secrets that the Vendor does not wish disclosed. As a condition to confidential treatment, each page containing trade secret information shall be identified in boldface at the top and bottom as CONFIDENTIAL by the Vendor, with specific trade secret information enclosed in boxes or similar indication. Cost information shall not be deemed confidential under any circumstances. Regardless of what a Vendor may label as a trade secret, the determination whether it is or is not entitled to protection will be determined in accordance with G.S Any material labeled as confidential constitutes a representation by the Vendor that it has made a reasonable effort in good faith to determine that such material is, in fact, a trade secret under G.S Vendors are urged and cautioned to limit the marking of information as a trade secret or as confidential so far as is possible. 12. NO PROTEST PROCEDURE: The protest procedures described in North Carolina Administrative Code, 01 NCAC 05B.1519 do not apply to this RFP. 13. MISCELLANEOUS: Masculine pronouns shall be read to include feminine pronouns, and the singular of any word or phrase shall be read to include the plural and vice versa. 14. COMMUNICATIONS BY VENDORS: In submitting its proposal, the Vendor agrees not to discuss or otherwise reveal the contents of its proposal to any source, government or private, outside of the using or issuing agency until after the award of the Contract or cancellation of this RFP. All Vendors are forbidden from having any communications with the using or issuing agency, or any other representative of the State concerning the solicitation, during the evaluation of the proposals (i.e., after the public opening of the proposals and before the award of the Contract), unless the State directly contacts the Vendor(s) for purposes of seeking clarification or another reason permitted by the solicitation. A Vendor shall not: (a) transmit to the issuing and/or using agency any information commenting on the ability or qualifications of any other Vendor to provide the advertised good, equipment, commodity; (b) identify defects, errors and/or omissions in any other Vendor s proposal and/or prices at any time during the procurement process; and/or (c) engage in or attempt any other communication or conduct that could influence the evaluation and/or award of the Contract that is the subject of this RFP. Vendors not in compliance with this provision may be disqualified, at the option of the State, from the Contract award. Only those communications with the using agency or issuing agency authorized by this RFP are permitted. 15. VENDOR REGISTRATION AND SOLICITATION NOTIFICATION SYSTEM: Vendor Link NC allows Vendors to electronically register free with the State to receive electronic notification of current procurement opportunities for goods and services of potential interests to them available on the Interactive Purchasing System, as well as notifications of status changes to those solicitations. Online registration and other purchasing information is available at the following website WITHDRAWAL OF PROPOSAL: A Proposal may be withdrawn only in a writing actually received by the office issuing the RFP prior to the time for the opening of Proposals identified on the cover page of this RFP (or such later date included in an Addendum to the RFP). A withdrawal request must be on Vendor s letterhead and signed by an official of the Vendor authorized to make such request. Any withdrawal request made after the opening of Proposals shall be allowed only for good cause shown and in the sole discretion of the Department. Disclosure Counsel Final 2016 RFP 1/19/16 Page 16 of 23

19 17. INFORMAL COMMENTS: The State shall not be bound by informal explanations, instructions or information given at any time by anyone on behalf of the State during the competitive process or after award. The State is bound only by information provided in this RFP and in formal Addenda issued through the Department. 18. COST FOR PROPOSAL PREPARATION: Any costs incurred by Vendor in preparing or submitting offers are the Vendor s sole responsibility; the State of North Carolina will not reimburse any Vendor for any costs incurred prior to award. 19. VENDOR S REPRESENTATIVE: Each Vendor shall submit with its proposal the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's proposal. 20. SUBCONTRACTING: Unless expressly prohibited, a Vendor may propose to subcontract portions of the work provided that its proposal clearly describes what work it plans to subcontract and that Vendor includes in its proposal all information regarding employees, business experience, etc. for each proposed subcontractor that is required to be provided for Vendor itself. 21. INSPECTION AT VENDOR S SITE: The State reserves the right to inspect, at a reasonable time, the equipment/item, plant or other facilities of a prospective Vendor prior to Contract award, and during the Contract term as necessary for the State s determination that such equipment/item, plant or other facilities conform with the specifications/requirements and are adequate and suitable for the proper and effective performance of the Contract. This Space is Intentionally Left Blank Disclosure Counsel Final 2016 RFP 1/19/16 Page 17 of 23

20 ATTACHMENT B: NORTH CAROLINA GENERAL CONTRACT TERMS AND CONDITIONS 1. PERFORMANCE AND DEFAULT: If, through any cause, Vendor shall fail to fulfill in timely and proper manner the obligations under this agreement, the State shall have the right to terminate this Contract by giving written notice to the Vendor and specifying the effective date thereof. In that event, all finished or unfinished deliverable items under this Contract prepared by the Vendor shall, at the option of the State, become its property, and the Vendor shall be entitled to receive just and equitable compensation for any acceptable work completed on such materials. Notwithstanding, Vendor shall not be relieved of liability to the State for damages sustained by the State by virtue of any breach of this agreement, and the State may withhold any payment due the Vendor for the purpose of setoff until such time as the exact amount of damages due the State from such breach can be determined. The State reserves the right to require at any time a performance bond or other acceptable alternative guarantees from a successful Vendor without expense to the State. In case of default by the Vendor, the State may procure the services necessary to complete performance hereunder from other sources and hold the Vendor responsible for any excess cost occasioned thereby. In addition, in the event of default by the Vendor under this Contract, or upon the Vendor filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the Vendor, the State may immediately cease doing business with the Vendor, immediately terminate for cause all existing contracts the State has with the Vendor, and may debar the Vendor from doing future business with the State 2. GOVERNMENTAL RESTRICTIONS: In the event any Governmental restrictions are imposed which necessitate alteration of the material, quality, workmanship or performance of the items offered prior to their delivery, it shall be the responsibility of the Vendor to notify, in writing, the issuing purchasing office at once, indicating the specific regulation which required such alterations. The State reserves the right to accept any such alterations, including any price adjustments occasioned thereby, or to cancel the Contract. 3. AVAILABILITY OF FUNDS: Any and all payments to the Vendor are dependent upon and subject to the availability of funds to the agency for the purpose set forth in this agreement. 4. TAXES: Any applicable taxes shall be invoiced as a separate item. a. G.S bars the Secretary of Administration from entering into Contracts with Vendors if the Vendor or its affiliates meet one of the conditions of G. S (b) and refuses to collect use tax on sales of tangible personal property to purchasers in North Carolina. Conditions under G. S (b) include: (1) Maintenance of a retail establishment or office, (2) Presence of representatives in the State that solicit sales or transact business on behalf of the Vendor and (3) Systematic exploitation of the market by media-assisted, media-facilitated, or media-solicited means. By execution of the proposal document the Vendor certifies that it and all of its affiliates, (if it has affiliates), collect(s) the appropriate taxes. b. All agencies participating in this Contract are exempt from Federal Taxes, such as excise and transportation. Exemption forms submitted by the Vendor will be executed and returned by the using agency. c. Prices offered are not to include any personal property taxes, nor any sales or use tax (or fees) unless required by the North Carolina Department of Revenue. 5. SITUS: The place of this Contract, its situs and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract or tort, relating to its validity, construction, interpretation and enforcement shall be determined. 6. GOVERNING LAWS: This Contract is made under and shall be governed and construed in accordance with Disclosure Counsel Final 2016 RFP 1/19/16 Page 18 of 23