NORTH CAROLINA DEPARTMENT OF STATE TREASURER REQUEST FOR QUALIFICATIONS TAX COUNSEL

Transcription

1 NORTH CAROLINA DEPARTMENT OF STATE TREASURER REQUEST FOR QUALIFICATIONS TAX COUNSEL I. Purpose & Background The North Carolina Department of State Treasurer ( Department ) requests proposals from law firms to serve as tax counsel ( tax counsel ). The State Treasurer is the sole fiduciary of the North Carolina Retirement System ( NCRS ). In that role, the Treasurer manages the 10 th largest public pension plan in the United States, which held over $65.3 billion in assets as of June 30, The plan provides retirement and related benefits for over 800,000 current and former public employees. Although member and employer contributions are substantial, investment returns account for the majority of the fund s growth. The asset allocation for the pension fund is set by the General Assembly. See N.C.G.S Current asset allocations include Global Equities, Fixed Income, Real Estate, Alternatives (Private Equity and Hedged Strategies), Credit and Inflation-Protection. See id. In addition to the state pension (defined benefit) plan described above, the Department and the Supplemental Retirement Board of Trustees administer the North Carolina 401(k) and the North Carolina Public Employee Deferred Compensation Plan (457) plans. See , (a) & 143B The Department s use of outside tax counsel is due to the unique and highly specific nature of the work conducted by the Department. The employment of outside tax counsel is done with the approval of the Attorney General s Office. Proposals will be accepted from law firms with significant expertise in acting as tax counsel to pension plans. II. Contract Period The firm selected as outside tax counsel will be selected for a two (2) year contract period with the option to renew two one (1) year periods after successful negotiations. III. Scope of Service Provisions of legal advice on public pension plan administration issues including but not limited to: Tax qualification issues; Taxation of distributions; Compliance with IRS regulations and reporting requirements; Summary plan descriptions; Drafting, reviewing and interpreting legislation. 1

2 Tax counsel may be asked to perform the following duties: Providing oral and written legal advice; Providing notice of significant changes in the law; Drafting and reviewing Departmental policies and procedures; Drafting and reviewing legislative and regulatory materials.; Preparing requests for private letter rulings; Responding to requests for information from the IRS and other federal agencies. 1 IV. Proposal Requirements Each respondent must provide the following information, including sufficient supporting information to assure the Department of its accuracy. The response shall be a maximum of thirty (30) pages, including any appendices. A. Cover Letter Please provide a cover letter signed by the individual(s) authorized to bind the respondent contractually. The cover letter must indicate that the signer is so authorized to bind the respondent and the title or position the signer holds in the respondent s law firm. B. Primary Contact Please provide the name, telephone number, website and primary office location of the partner who will be the primary contact for the Department. C. Expertise and Experience Provide a brief history of the firm. Provide a firm resume, if available. Please provide a brief description of the firm s practice serving as tax counsel to institutional investors, including public pension plans. Please identify and briefly describe comparable legal services in which the firm has served as tax counsel during the past three (3) years. 1 A law firm selected as tax counsel will provide tax law advice on matters relating to the management and operation of the pension and defined contribution plans described above. A firm selected as investments counsel will provide tax law advice relating to the specific transaction for which the law firm has been retained. A law firm selected as tax counsel will not provide advice on investment transactions. 2

3 D. Personnel Please provide a list of the identity and specific responsibilities of the respondent s partners and associates who will be assigned to matters relating to this RFQ, and the cities in which such attorneys are located. Provide brief resumes for each of the lawyers identified. E. References Name at least three (3) public or private entities represented by the firm as tax counsel. Describe the nature of the representation, and for each entity, list the address and telephone number of an official who may be contacted as a reference. F. Conflicts of Interest Describe any existing or potential conflict of interest arising from your relationships with a 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 and Discipline Please provide the limits of your firm s malpractice coverage. Please state whether your firm has settled any past claims or has any claims pending against it related to similar services. Has the respondent, or have any of the attorneys identified in Section IV.D been named as a defendant in any malpractice or disciplinary actions? If so, please briefly describe any such action and the outcome of such action. H. Fees Please submit a price proposal that will describe the basis for counsel compensation. Compensation will be based on one of two ways: 1. Hourly Rates. The firm may submit the customary hourly rate current charged by the attorneys and paralegals who could be assigned to the Department s matters, including a schedule of the discounted rates your firm, if selected, would accept from the Department during the contract. Bills should be sent monthly, indicating on an hourly basis in increments of not more than one-tenth (0.10) of an hour and providing detailed supporting documentation showing the number of hours expended, the subject matter of the services rendered, the particular person or persons rendering those services, and an accounting of reimbursable expenses. 3

4 2. Flat Fee. In addition to and/or as an alternative to the hourly rate, the law firm seeking to be selected may submit a flat fee proposal. I. Women- and Minority-Owned Businesses Pursuant to North Carolina General Statute , the Department invites and encourages participation in the process of businesses owned by minorities, women, disabled business enterprises, and non-profit work centers for the blind and severely disabled. The Department also encourages law firms to submit joint-ventures proposals with minority- and women-owned firms. V. Evaluation The Department will evaluate the proposals to determine all firms that meet the needs of the Department for outside tax counsel services. Evaluation criteria will include, but will not be limited to: General quality of response; Qualifications of attorneys; Qualifications, depth, and strength of firms; Experience with similar legal services, particularly with the assigned attorneys; Ability to meet schedules, due diligence, and reference checks; Fees. The Department may interview prospective tax counsel. Such interviews may be helpful in discerning the expertise of the prospective tax counsel firms and whether such counsel and the involved Department personnel will be able to develop a compatible working relationship. The Department s selection committee may include personnel from the Financial Operations Division, Retirement Division and General Counsel s Office. VI. Implementation Contract Upon selection, negotiations will commence with the successful respondent to enter into a contract setting forth the general terms that would govern any subsequent agreement for services contemplated by this RFQ (the Implementation Contract ). Should negotiations fail to result in an Implementation Contract, the Department shall have the right to terminate negotiations at any time thereafter. The successful respondent will be required to enter into an Implementation Contract with the Department. This contract will not be binding until approved in accordance with the Attorney General s contract approval process. 4

5 VII. Time Table Friday, November 5, 2010 Monday, November 15, 2010 Monday, November 15, 2010 Friday, December 3, 2010 Request for Proposal Issue Expressions of Interest Due Questions Due from Interested Applicants Requests for Qualifications Due VIII. Instructions A. Contact All contact regarding the RFQ should be submitted in writing, and in compliance with the No Contact Policy (see VII.E below) to: Kara L. Petteway Assistant General Counsel North Carolina Department of State Treasurer 325 North Salisbury Street Raleigh, North Carolina Phone: (919) Fax: (919) B. Expressions of Interest Please complete an Expression of Interest Form (see Appendix A) if your firm intends to submit a response to this RFQ. Please fax the Form to the Contact on or before 5:00 p.m. EST on Monday, November 15, Failure to file an Expression of Interest will disqualify a firm from being able to submit a proposal. C. Questions and Requests for Clarification Any questions or requests for clarification regarding the RFQ must be submitted in writing (including via ) no later than 5:00 p.m. EST on Monday, November 15, 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 RFQ will be distributed to all firms that have returned an Expression of Interest. D. Fiduciary, Investments and Tax Counsel Requests for Qualifications Concurrently herewith, DST is issuing a Request for Qualifications for Investments and Fiduciary Counsel. A law firm bidding on the fiduciary, investments and tax counsel 5

6 RFQs should submit separate responses to each RFQ. A law firm should indicate in its cover letter to which RFQ(s) it is responding. The law firm should indicate its preference if it intends to bid on both the fiduciary and investments counsel request for qualifications. A firm selected as fiduciary counsel will not be selected as an investments counsel and vice versa; however, one firm may be selected serve as both fiduciary and tax counsel, or as both investments and tax counsel. E. No Contact Policy The Department has adopted a No Contact Policy effective March 1, 2010, a copy of which is posted on the Department s website. In compliance with this Policy, respondents should not contact any Department of State Treasurer staff concerning the procurement process until the process is completed, unless the content of the communication is submitted in a writing addressed to the Contact for this RFQ. An exception to this rule applies to law firms currently representing the Department of State Treasurer; however, any contact made by such firms must be limited to current business and must not relate to this RFQ. F. North Carolina Public Records Law All submissions are subject to Chapter 132 of the North Carolina General Statutes. If any portion of the respondent s submission contains proprietary or trade secret information, see N.C.G.S (3), the respondent is responsible for clearly identifying limited sections as such. Please identify on each page of the response any information that the respondent claims is proprietary or trade secret. G. Page Limit, Format and Method of Submissions All submissions, including any appendices, must be no more than thirty (30) pages in length. Two paper copies of the proposal shall be submitted along with an electronic copy saved in.pdf format on a CD. Submissions will be accepted until 5 p.m. EST on Friday, December 3,

7 Mailing Address: Kara L. Petteway Assistant General Counsel North Carolina Department of State Treasurer 325 North Salisbury Street Raleigh, North Carolina Phone: (919) Fax: (919) Overnight Address: 325 North Salisbury Street Raleigh, North Carolina

8 NORTH CAROLINA DEPARTMENT OF STATE TREASURER REQUEST FOR QUALIFICATIONS TAX COUNSEL APPENDIX A: EXPRESSION OF INTEREST Please complete this form is you intend to submit a response to the Request for Qualifications ( RFQ ) for tax counsel. Please fax this form to the following fax number for receipt on or before 5:00 p.m. EST on Monday, November 15, Any questions or requests for clarification regarding the RFQ should be submitted in writing with this form or via by the same date and time (5:00 p.m. EST on Monday, November 15, 2010). Responses to any inquiries regarding this RFQ will be distributed to all firms that have returned an Expression of Interest. Failure to file an Expression of Interest will disqualify a firm from being able to submit a proposal. Contact Information: Kara L. Petteway Assistant General Counsel North Carolina Department of State Treasurer 325 North Salisbury Street Raleigh, North Carolina Phone: (919) Fax: (919) kara.petteway@nctreasurer.com Interested Firm: Firm Name: Address: Contact Person: Name: Title: Phone: Fax: 8