Bond Counsel Services

REQUEST FOR PROPOSALS

BOND COUNSEL SERVICES

(Rental Housing Program)

For

PENNSYLVANIA HOUSING FINANCE AGENCY

Issued by

THE GOVERNOR’S OFFICE OF GENERAL COUNSEL

COMMONWEALTH OF PENNSYLVANIA

RFP NUMBER:

OGC-2026-10

DATE OF ISSUANCE

March 18, 2026

The Issuing Office and the Bureau of Diversity, Inclusion and Small Business Opportunities (BDISBO) have set an SDB/VBE Participation Goal for this RFP. This is a significant programmatic change from the SDB and SB Participation program contained in prior best value solicitations issued by the Commonwealth. Law Firms now must agree to meet the SDB/VBE Participation Goal in full or demonstrate they have made Good Faith Efforts to meet the Goals. Important information regarding these new programs is set forth in Parts I-13, II-3, II-4, and IV-5 of the RFP and Appendices G, H and I.

REQUEST FOR PROPOSALS FOR

Bond Counsel Services

(Rental Housing Program)

Pennsylvania Housing Finance Agency

Commonwealth of Pennsylvania

TABLE OF CONTENTS

CALENDAR OF EVENTS 3 PART I - GENERAL INFORMATION 4

PART II - PROPOSAL REQUIREMENTS 10

PART III - CRITERIA FOR SELECTION 13

PART IV - WORK STATEMENT 16

PART V - STANDARD CONTRACT FOR LEGAL SERVICES

APPENDIX A – PROPOSAL COVER SHEET

APPENDIX B – COST SUBMITTAL

APPENDIX C – TRADE SECRET CONFIDENTIAL PROPRIETARY INFORMATION

NOTICE

APPENDIX D – STATEMENT OF QUALIFICATIONS/CONFLICTS/TECHNICAL

QUESTIONNAIRE

APPENDIX E – PERSONNEL EXPERIENCE BY KEY POSITION

APPENDIX F – PROJECT REFERENCES

APPENDIX G – SMALL DIVERSE BUSINESS PARTICIPATION SUMMARY SHEET

AND ATTACHMENTS

APPENDIX H – VETERAN BUSINESS ENTERPRISE PARTICIPATION SUMMARY

SHEET AND ATTACHMENTS

APPENDIX I – MODEL FORM OF SDB AND VBE SUBCONTRACTOR AGREEMENT

CALENDAR OF EVENTS

The Commonwealth will make every effort to adhere to the following schedule:

Deadline to submit Questions via email to: Jordan Kiessling @ jkiessling@pa.gov	Interested Law Firms	3/27/2026 4:00 pm
Answers to Potential Offeror questions posted to the DGS PA eMarketplace website no later than this date.	Issuing Office	3/31/2026 4:00 pm
Please monitor website for all communications regarding the RFP.	Interested Law Firms	ONGOING
Sealed proposals must be received by the Issuing Office at: ra-gcrfpresponse@pa.gov	Interested Law Firms	4/14/2026 4:00 pm

PART I

GENERAL INFORMATION

I-1. Purpose. This request for proposals (RFP) provides to those law firms (“Offerors”) previously qualified, based upon their responses to a previously issued Request for Qualifications (“RFQ”), by the Pennsylvania Governor’s Office of General Counsel (“OGC”) and listed in the Bond Counsel Pool to prepare and submit proposals for consideration by the Pennsylvania Housing Finance Agency (“PHFA”) to provide Bond Counsel Services in connection with its rental housing financings.

This RFP is issued pursuant to Executive Order 2015-2 dated January 20, 2015, and in accordance with Section 518 of the Commonwealth Procurement Code, 62 P.S. § 518 and Part III Chapter 8 of the DGS Procurement Handbook.

I-2. Issuing Office. The Governor’s Office of General Counsel (“Issuing Office”) has issued this RFP on behalf of the Commonwealth and PHFA. The sole point of contact in the Commonwealth for this RFP shall be:

Mrs. Jordan M. Kiessling, Issuing Officer

Governor’s Office of General Counsel

30 N. 3rd Street, Suite 200

Harrisburg, Pennsylvania 17101

jkiessling@pa.gov

Please refer all inquiries to the Issuing Officer.

I-3. Scope. This RFP contains instructions governing the requested proposals, including the requirements for the information and material to be included; a description of the service to be provided; requirements which Offerors must meet to be eligible for consideration; general evaluation criteria; and other requirements specific to this RFP.

I-4. Problem Statement. PHFA has identified a need for legal counsel to provide advice relating to bond counsel as further described in Part IV below. The engagement may include other general work as designated by the Chief Counsel of PHFA or the Governor’s Office of General Counsel.

Additional detail is provided in Part IV of this RFP.

I-5 Type of Contract. It is proposed that if PHFA enters into a contract as a result of this RFP, it will be a requirements contract with negotiated compensation containing the Contract Terms and Conditions as shown in Part V of the RFP.

I-6 Rejection of Proposals. The Issuing Office reserves the right, in its sole and complete discretion, to reject any proposal received as a result of this RFP.

I-7. Incurring Costs. The Issuing Office is not liable for any costs the Offeror incurs in preparation and submission of its proposal, in participating in the RFP process or in anticipation of award of the contract.

I-8. Questions & Answers. If an Offeror has any questions regarding this RFP, the Offeror must submit the questions by email (with the subject line “OGC-2026-10 Question”) to the Issuing Officer named in Part I, Section I-2 of the RFP. If the Offeror has questions, they must be submitted via email no later than the date indicated on the Calendar of Events. The Offeror shall not attempt to contact the Issuing Officer by any other means. The Issuing Officer shall post the answers to the questions on the PA eMarketplace website by the date stated on the Calendar of Events. An Offeror who submits a question after the deadline date for receipt of questions indicated on the Calendar of Events assumes the risk that its proposal will not be responsive or competitive because the Commonwealth is not able to respond before the proposal receipt date or in sufficient time for the Offeror to prepare a responsive or competitive proposal. When submitted after the deadline date for receipt of questions indicated on the Calendar of Events, the Issuing Officer may respond to questions of an administrative nature by directing the questioning Offeror to specific provisions in the RFP.  To the extent that the Issuing Office decides to respond to a non-administrative question after the deadline date for receipt of questions indicated on the Calendar of Events, the answer must be provided to all Offerors through an addendum.

All questions and responses as posted on the PA eMarketplace website are considered as an addendum to, and part of, this RFP in accordance with RFP Part I, Section I-9. Each Offeror shall be responsible to monitor the PA eMarketplace website for new or revised RFP information. The Issuing Office shall not be bound by any verbal information nor shall it be bound by any written information that is not either contained within the RFP or formally issued as an addendum by the Issuing Office. The Issuing Office does not consider questions to be a protest of the specifications or of the solicitation. The required protest process for Commonwealth procurements is described on the Pennsylvania Department of General Services website at:

https://www.dgs.pa.gov/Documents/Procurement%20Forms/Handbook/Pt1/Pt%20I%20Ch%2058%20Bid%20Protests.pdf

I-9. Addenda to the RFP. If the Issuing Office deems it necessary to revise any part of this RFP before the proposal response date, the Issuing Office will post an addendum to the PA eMarketplace website. It is the Offeror’s responsibility to periodically check the website for any new information or addenda to the RFP. Answers to the questions asked during the Questions & Answers period also will be posted to the website as an addendum to the RFP.

I-10. Response Date. To be considered for selection, electronic copies of proposals must arrive at the Issuing Office on or before the time and date specified in the RFP Calendar of Events. The Issuing Office will not accept proposals via facsimile transmission.

I-11. Proposals. To be considered, Offerors should submit a complete response to this RFP to the Issuing Office, using the format provided in Part II. The Offeror must provide in four (4) separate attachments, a copy of the Technical Submittal, a copy of the Cost Submittal and a copy of the Small Diverse Business (“SDB”) Participation Submittal (which may include the SDB Utilization Schedule, Good Faith Efforts Documentation to Support Waiver Request, or both) OR a copy of the Veteran Business Enterprise (“VBE”) Participation Submittal (which may include the VBE Utilization Schedule, Good Faith Efforts Documentation to Support Waiver Request, or both). Offerors must also provide a redacted version of the Technical Submittal, including Financial Capability information, in Microsoft Office or Microsoft Office-compatible format.

Law Firms should ensure that there is no costing information in the Technical Submittal. Law Firms should not reiterate technical information in the cost submittal. The Offeror shall make no other distribution of its proposal to any other Offeror or Commonwealth official or Commonwealth Law Firm. Each proposal page should be numbered for ease of reference. An official authorized to bind the Offeror to its provisions must sign the proposal. If the official signs the Proposal Cover Sheet (Appendix A to this RFP) and the Proposal Cover Sheet is attached to the Offeror’s proposal, the requirement will be met. For this RFP, the proposal must remain valid for 120 days or until a contract is fully executed. If the Issuing Office selects the Offeror’s proposal for award, the contents of the selected Offeror’s proposal will become, except to the extent the contents are changed through Best and Final Offers or negotiations, contractual obligations.

Each Offeror submitting a proposal specifically waives any right to withdraw or modify it, except that the Offeror may withdraw its proposal by written notice received at the Issuing Office’s address for proposal delivery prior to the exact hour and date specified for proposal receipt. An Offeror may modify its submitted proposal prior to the exact hour and date set for proposal receipt only by submitting a new sealed proposal or sealed modification which complies with the RFP requirements.

I-12. Small Diverse Business and Veteran Business Enterprise Information. Small Diverse Businesses (SDB) and Veteran Business Enterprises (VBE) are encouraged to respond to this solicitation. If you haven’t verified as an SDB or VBE within Pennsylvania, you may miss out on contracting opportunities designed to increase the Commonwealth’s spending with SDBs and VBEs. These opportunities will be available for goods, services, information technology services and products, as well as design, engineering and construction contracts. For this RFP, the Commonwealth will only consider commitments for the provision of professional or para-professional services towards the SDB participation goal and the VBE participation goal.

To review SDB and VBE program eligibility and for more information on seeking certification, please visit www.dgs.pa.gov and follow the links to “Small Diverse Business” located under the “Businesses” heading. Direct customer assistance is also available from staff within the Bureau of Diversity, Inclusion, and Small Business Opportunities by calling 717-783-3119 or via email at gs-bdisbo@pa.gov .

PHFA reserves the right to select and appoint other SDB entities directly to provide services in the capacity of co-bond counsel or specialized finance counsel in cooperation with the OGC as it deems necessary and appropriate to achieve its goals for diversity in its financing programs.

I-13. Economy of Preparation. Law Firms should prepare proposals simply and economically, providing a straightforward, concise description of the Law Firm's ability to meet the requirements of the RFP.

I-14. Alternative Proposals. The Issuing Office has identified the basic approach to meeting its requirements, allowing Offerors to be creative and propose their best solution to meeting these requirements. The Issuing Office will not accept alternative technical proposals but, as provided in Section II-5 and Appendix B, will consider alternative cost proposals.

I-15. Clarifications. Law Firms may be required to make an oral or written clarification of their proposals to the Issuing Office to ensure thorough mutual understanding and Law Firm's responsiveness to the solicitation requirements. The Issuing Office will initiate requests for clarification. Clarifications may occur at any stage of the evaluation and selection process.

I-16. Prime Contractor Responsibilities. The contract will require the selected Law Firm to assume responsibility for all services offered in its proposal whether it produces them itself or by subcontract. The Issuing Office will consider the selected Law Firm to be the sole point of contact with regard to contractual matters.

I-17. Proposal Contents.

A. Confidential Information. The Commonwealth is not requesting, and does not require, confidential proprietary information or trade secrets to be included as part of any Offerors’ submissions in order to evaluate proposals submitted in response to this RFP. Accordingly, except as provided herein, Offerors should not label proposal submissions as confidential or proprietary or trade secret protected.  Any Offeror who determines that it must divulge such information as part of its proposal must submit the signed written statement described in subsection C. below and must additionally provide a redacted version of its proposal, which removes only the confidential proprietary information and trade secrets, for required public disclosure purposes.

B. Commonwealth Use. All material submitted with the proposal shall be considered the property of the Commonwealth of Pennsylvania and may be returned only at the Issuing Office’s option. The Commonwealth has the right to use any or all ideas not protected by intellectual property rights that are presented in any proposal regardless of whether the proposal becomes part of a contract. Notwithstanding any Offeror copyright designations contained on proposals, the Commonwealth shall have the right to make copies and distribute proposals internally and to comply with public record or other disclosure requirements under the provisions of any Commonwealth or United States statute or regulation, or rule or order of any court of competent jurisdiction.

C. Public Disclosure. After the award of a contract pursuant to this RFP, all proposal submissions are subject to disclosure in response to a request for public records made under the Pennsylvania Right-to-Know-Law, 65 P.S. § 67.101, et seq. If a proposal submission contains confidential proprietary information or trade secrets, a signed written statement to this effect must be provided with the submission in accordance with 65 P.S. § 67.707(b) for the information to be considered exempt under 65 P.S. § 67.708(b)(11) from public records requests. Refer to Appendix C of the RFP for a Trade Secret Form that may be utilized as the signed written statement, if applicable.

I-18. Discussions. While not required, the Issuing Office reserves the right to conduct discussions with any responsible Law Firm to determine the Law Firm’s qualifications for further consideration. Discussions shall not disclose any information derived from proposals submitted by other Law Firms.

I-19. News Releases. Law Firms shall not issue news releases, Internet postings, advertisements or any other public communications pertaining to this Engagement without prior written approval of the Issuing Office, and then only in coordination with the Issuing Office.

I-20. Restriction of Contact. From the issue date of this RFP until the Issuing Office selects a proposal for award, the Issuing Office is the sole point of contact concerning this RFP. Any violation of this condition may be cause for the Issuing Office to reject the offending Law Firm’s proposal. If the Issuing Office later discovers that the Law Firm has engaged in any violations of this condition, the Issuing Office may reject the offending Law Firm's proposal or rescind its contract award. Law Firms must agree not to distribute any part of their proposals beyond the Issuing Office. A Law Firm who shares information contained in its proposal with other Commonwealth personnel and/or competing Law Firm personnel may be disqualified.

I-21. Issuing Office Participation. Law Firms shall provide all services, supplies, facilities, and other support necessary to complete the identified work. The Issuing Office will not provide office space or logistical support.

I-22. Term of Contract. The term of the contract will commence on the Effective Date and will end five (5) years from the Effective Date.

I-23. Offeror’s Representations and Authorizations. By submitting its proposal, each Offeror understands, represents, and acknowledges that:

A. All of the Offeror's information and representations in the proposal are material and important, and the Issuing Office may rely upon the contents of the proposal in awarding the contract(s). The Commonwealth shall treat any misstatement, omission or misrepresentation as fraudulent concealment of the true facts relating to the Proposal submission, punishable pursuant to 18 Pa. C.S. § 4904.

B. The Offeror has arrived at the price(s) and amounts in its proposal independently and without consultation, communication, or agreement with any other Offeror or entity, except for subcontractors that the Offeror plans to utilize for this contract.

C. The Offeror has not disclosed any aspect of its proposal to any other entity, except for subcontractors that the Offeror plans to utilize for this contract, and it shall not disclose any of these items on or before the proposal submission deadline applicable to this RFP.

D. The Offeror has not attempted, nor will it attempt, to induce any firm or person to refrain from submitting a proposal on this contract, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

E. The Offeror makes its proposal in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

F. To the best knowledge of the person signing the proposal for the Offeror, the Offeror, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as the Offeror has disclosed in its proposal.

G. To the best of the knowledge of the person signing the proposal for the Offeror and except as the Offeror has otherwise disclosed in its proposal, the Offeror has no outstanding, delinquent obligations to the Commonwealth including, but not limited to, any state tax liability not being contested on appeal or other obligation of the Offeror that is owed to the Commonwealth.

H. The Offeror is not currently under suspension or debarment by the Commonwealth, any other state or the federal government, and if the Offeror cannot so certify, then it shall submit along with its proposal a written explanation of why it cannot make such certification.

I. The Offeror has not made, under separate contract with the Issuing Office, any recommendations to the Issuing Office concerning the need for the services described in its proposal or the specifications for the services described in the proposal.

J. Each Offeror, by submitting its proposal, authorizes Commonwealth agencies to release to the Commonwealth information concerning the Offeror's Pennsylvania taxes, unemployment compensation and workers’ compensation liabilities.

K. Once the Issuing Office receives a fully signed Appointment letter back from the Offeror, services can be performed, and Offeror will be paid for services rendered dating back to the date of the Appointment letter.

I-24. Use of Electronic Versions of this RFP. This RFP is being made available by electronic means. If an Offeror electronically accepts the RFP, the Offeror acknowledges and accepts full responsibility to ensure that no changes are made to the RFP. In the event of a conflict between a version of the RFP in the Offeror’s possession and the Issuing Office’s version of the RFP, the Issuing Office’s version shall govern.

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PART II

PROPOSAL REQUIREMENTS

Offerors must submit their proposals in the format, including heading descriptions, outlined below. To be considered, the proposal must respond to all requirements in this part of the RFP. Offerors should provide any other information thought to be relevant, but not applicable to the enumerated categories, as an appendix to the Proposal. All cost data relating to this proposal and all Small Diverse Business/Veteran Business Enterprise cost data should be kept separate from and not included in the Technical Submittal. Each Proposal shall consist of the following three separately attached submittals:

A. Technical Submittal, which shall be a response to RFP Part II, Section II-1;

B. SDB Participation Submittal (which may include the SDB Utilization Schedule, the Good Faith Efforts Documentation to Support Waiver Request, or both), in response to RFP Part II, Section II-3; OR

C. VBE Participation Submittal (which may include the VBE Utilization Schedule, the Good Faith Efforts Documentation to Support Waiver Request, or both), in response to RFP Part II, Section II-4; and

D. Cost Submittal, in response to RFP Part II, Section II-5.

** The SDB/VBE participation goal is set at 23% for this RFP. For this RFP, firms may choose to meet that 5% goal by agreeing to partner with EITHER a Small Diverse Business OR a Veteran Business Enterprise. Firm’s only need to submit EITHER the SDB Participation Submittal OR the VBE Participation Submittal.**

The Issuing Office reserves the right to request additional information which, in the Issuing Office’s opinion, is necessary to assure that the Offeror’s competence, number of qualified employees, business organization, and resources are adequate to perform according to the RFP.

The Issuing Office may make investigations as deemed necessary to determine the ability of the Offeror to perform the Engagement and/or any potential conflicts the Offeror may have that could impact their provision of legal services to the Commonwealth, and the Offeror shall furnish to the Issuing Office all requested information and data. The Issuing Office reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Offeror fails to satisfy the Issuing Office that such Offeror is properly qualified to carry out the obligations of the RFP and to complete the Engagement as specified.

II-1. Technical Submittal. Using the task descriptions in Part IV of this RFP and Appendix D, Statement of Qualifications/Conflicts/Technical Questionnaire, as your reference point, explain the Offeror’s experience, including experience of the personnel that will perform the work, and the service you will provide under this Engagement. Complete and submit Appendix D, Statement of Qualifications/Conflicts/Technical Questionnaire, Appendix E, Personnel Experience, and Appendix F, Project References, as part of your Technical Submittal. In addition, provide a narrative demonstrating the Offeror’s knowledge of the engagement at issue as well as an analysis of the Offeror’s plan of action consistent with the Part I, Section I-4 and Part IV of the RFP. The Technical Submittal shall be submitted as a separate attachment, separated from the Cost, SDB Participation Submittal and VBE Participation Submittal.

II-2. Standard Legal Services Contract Terms and Conditions.

By submitting a proposal, including the cost proposal, in response to this RFP, the Offeror agrees that it accepts all of the terms and conditions of the legal services contract set out in Part V of the RFP. The Issuing Office will reject any proposal that is conditioned on the negotiation of the terms and conditions of the legal services contract set out in Part V of the RFP.

II-3. Small Diverse Business Participation Submittal.

The SDB Participation Submittal – Appendix G and associated required documentation shall be submitted in accordance with the Instructions for Completing SDB Participation Submittal and SDB Utilization Schedule and shall be submitted electronically in accordance with Part 1, Section I-13.

NOTE: Equal employment opportunity and contract compliance statements referring to company equal employment opportunity policies or past contract compliance practices do not constitute proof of SDB Status or entitle an Offeror to receive credit towards the SDB participation goal.

II-4. Veteran Business Enterprise Participation Submittal.

The VBE Participation Submittal – Appendix H and associated required documentation shall be submitted in accordance with the Instructions for Completing VBE Participation Submittal and VBE Utilization Schedule and shall be submitted electronically in accordance with Part 1, Section I-13.

NOTE: Equal employment opportunity and contract compliance statements referring to company equal employment opportunity policies or past contract compliance practices do not constitute proof of VBE Status or entitle an Offeror to receive credit towards the VBE participation goal.

II-5. Cost Submittal.

A typical conduit project financing will be paid for by the underlying property owner through payments made under the terms of loan agreements, tax-exempt leases, notes or other debt instruments entered into between PHFA and the Borrower, through a trust structure, direct loan agreement or bridge lending arrangements with other lenders. Many of the financing transactions for residential rental housing facilities will be conduit issuances, whereby the faith and credit of the PHFA is not pledged to repay the bondholders and all fees and costs are borne by the Borrower. Accordingly, fees for Law Firms providing bond counsel services to PHFA for each of these transactions will be capped at appropriate levels with PHFA and the Borrower, which provides underlying credit for the transaction. Bond counsel fees are generally payable from closing costs set aside by the Project Borrower and are payable and contingent upon the closing.

This RFP provides services for the overall financing program of PHFA. Accordingly, there is no set number of transactions determined as of this date. In submitting your cost proposal, minimum fee requirements must be articulated by the Law Firm and hourly rates should be described, but will be subject to negotiation and to any ultimate cap established by PHFA. Fees will be set forth in the addendum to the Contract for Legal Services (the Engagement Letter).

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PART III

CRITERIA FOR SELECTION

III-1. Mandatory Responsiveness Requirements. To be eligible for selection, a proposal must be:

A. Timely received from an Offeror;

B. Properly signed by the Offeror;

C. Contain an SDB Participation Submittal and additional required documentation, all completed in accordance with Sections II-3, Part III-1, and the Instructions for Completing the SDB Participation Submittal and SDB Utilization Schedule or an VBE Participation Submittal and additional required documentation, all completed in accordance with Sections II-4, Part III-1, and the Instructions for Completing the VBE Participation Submittal and VBE Utilization Schedule.

III-2. Technical Nonconforming Proposals. The three (3) Mandatory Responsiveness Requirements set forth in Section III-1 above (A-C) are the only RFP requirements that the Commonwealth will consider to be non-waivable. The Issuing Office reserves the right, in its sole discretion, to (1) waive any other technical or immaterial nonconformities in an Offeror’s proposal, (2) allow the Offeror to cure the nonconformity, or (3) consider the nonconformity in the scoring of the Offeror’s proposal.

III-3. Evaluation. The Issuing Office has selected a committee of qualified personnel to review and evaluate timely submitted proposals and to submit recommendations to the Contracting Officer. The Issuing Office, in conjunction with BDISBO when necessary, will evaluate the SDB Participation Submittal, VBE Participation Submittal, and additional required documentation to determine whether they have been completed in accordance with Part I-13 and in a manner that demonstrates the Offeror is responsive and responsible.

III-4. Evaluation Criteria. The following criteria will be used in evaluating each proposal:

A. Technical: The Issuing Office has established the weight for the Technical criterion for this RFP as 75 % of the total points. Evaluation will be based upon the following, in equal order of importance:

i. Personnel Qualifications

ii. Law Firm Qualifications

iii. Prior Comparable Experience

Notwithstanding the number of hours provided for purposes of cost evaluation noted herein and in the cost submittal, as part of the Understanding the Problem and Soundness of Approach portions of its technical submission Firms must provide the anticipated number of hours Firms envision working on this engagement given the description of the scope of requested services in the Statement of Work.

As part of your technical submission, provide a narrative demonstrating the Law Firm’s knowledge of the engagement at issue as well as an analysis of the Law Firm’s plan of action consistent with the problem statement and the Statement of Work.

The final Technical scores are determined by giving the maximum number of technical points available to the proposal with the highest raw technical score. The remaining proposals are rated by applying the Technical Scoring Formula set forth at the following webpage:

RFP_SCORING_FORMULA (pa.gov)

B. Cost: The Issuing Office has established the weight for the Cost criterion for this RFP as 25% of the total points. The cost criterion is rated by giving the proposal with the lowest total cost the maximum number of Cost points available.  The remaining proposals are rated by applying the Cost Formula set forth at the following webpage:

RFP_SCORING_FORMULA (pa.gov)

Law Firms should be advised that based upon the formula set forth above, a Cost submittal that is more than double that of the lowest responsible Law Firm’s bid risks receiving zero (0) points for Cost.

III-5. Offeror Responsibility. To be deemed responsible for purposes of this engagement, an Offeror must submit a responsive proposal and possess the capability to fully perform the contract requirements in all respects and the integrity and reliability to assure good faith performance of the contract.

A. In order for an Offeror to be considered responsible for this RFP and therefore eligible for award, the total score for the technical submittal of the Offeror’s proposal must be greater than or equal to 75% of the available technical points. Should an Offeror’s proposal not receive a score greater than or equal to 75% of the available technical points, the Offeror will not be considered responsible solely for the purposes of this RFP, and as such, the Offeror’s cost proposal will not be evaluated.

B. Further, the Issuing Office will award a contract only to an Offeror determined to be

responsible in accordance with the most current version of Commonwealth

Management Directive 215.9, Contractor Responsibility Program.

III-6. Final Ranking and Award.

A. After any discussions conducted with responsible Offerors, the Issuing Office will combine the evaluation committee’s final technical scores and the final cost scores in accordance with the relative weights assigned to these areas as set forth in this Part. The Issuing Office will rank responsible offerors according to the total overall score assigned to each, in descending order.

B. Pursuant to Section 518 of the Commonwealth Procurement Code, award will be made following negotiation of fair and reasonable compensation. Offerors will be evaluated based upon the evaluation factors set forth in this RFP, and then qualitatively ranked. The Issuing Office may then select the top ranked firm(s) for negotiation. If terms cannot be agreed upon, the Issuing Office may then select the next best qualified firm for negotiation. Award will be made to the responsible Offeror(s) determined to be the best qualified after fair and reasonable compensation has been negotiated.

The Issuing Office will select for negotiations the firm(s) with the highest overall score; PROVIDED, HOWEVER, THAT A FIRM WILL NOT BE SELECTED FOR NEGOTIATION IF THAT FIRM WHOSE PROPOSAL RECEIVED THE LOWEST TECHNICAL SCORE AND HAD THE LOWEST COST OF THE RESPONSIVE PROPOSALS RECEIVED FROM RESPONSIBLE OFFERORS. IN THE EVENT SUCH A PROPOSAL ACHIEVES THE HIGHEST OVERALL SCORE, THE ISSUING OFFICE RESERVES THE RIGHT TO ELIMINATE THAT FIRM FROM CONSIDERATION AND NEGOTIATIONS SHALL BE CONDUCTED WITH THE FIRM WITH THE NEXT HIGHEST OVERALL SCORE.

C. If compensation cannot be agreed upon with the best qualified responsible Offeror, then negotiations will be formally terminated with the Offeror. If proposals were submitted by one or more other responsible Offeror(s), negotiations may be conducted with the other responsible Offeror or Offerors in the order of their respective qualification ranking. Contracts may be awarded to the responsible Offeror(s) than ranked as best qualified if the amount of compensation is determined to be fair and reasonable.

D. The Issuing Office has the discretion to reject all proposals or cancel the request for proposals, at any time prior to the time a contract is fully executed, when it is in the best interests of the Commonwealth. The reasons for the rejection or cancellation shall be made part of the contract file.

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PART IV

STATEMENT OF WORK

IV-1. Objectives.

General. The purpose of Part IV-1 is to provide an overview of the engagement envisioned as a result of this RFP. Interested Law Firms should use this Part in its technical proposal and in conjunction with the Technical Submission (Appendix D).

Issuer Information:

PHFA is a body corporate and politic constituting a public corporation and a governmental instrumentality of the Commonwealth of Pennsylvania, created by the housing finance agency law (1959, Dec 3, P.L. 1688, amended 1972, Dec 5, P.L. 1259, No. 282, the "Act"). PHFA is authorized under the Act, inter alia, to provide financing for rental housing for persons and families of low and moderate income, including the elderly and to participate in specialized federal housing assistance programs.

In connection with its rental housing financings, PHFA uses the services of bond counsel to provide specialized services relating to the structuring and issuance of taxable or tax exempt debt. The issuance of debt for new construction, acquisition financing and rehabilitation of existing rental facilities will generally be supported by participation in the Section 42 (federal low income housing tax credit) program. Properties will also often be supported by federal subsidy programs such as Section 8 of the United States Housing Act of 1937, as amended, Rural Development programs or various federal insurance or credit enhancements programs, and may involve short term and long term programs with Fannie Mae and Freddie Mac. Financings will generally be special limited obligations of PHFA, without a pledge of PHFA credit, but from time to time, PHFA may incur direct debt obligations for rental housing transactions secured by its own credit.

Services of Bond Counsel for PHFA will entail expertise and proficiency in all aspects of rental housing bond financing, real estate, federal housing programs (including the federal tax credit program), security and tax compliance issues that may arise in the context of design, structure, operation and administration of project and/or residential rental portfolio financings and restructurings.

The Law Firm must possess all expertise in-house and may not rely on subcontractors or on third-party counsel to provide expertise in any of the relevant practice areas, including specifically bond financing, federal housing programs, federal tax and housing bond expertise.

IV-2. Requirements. Within the Technical Submittal (Appendix D), the Offeror shall confirm that each requirement of this RFP shall be met and include an explanation of how the Offeror intends to meet each requirement. Specific attention should be given to Part IV-1, above.

A. Qualifications. The selected Offeror shall address each qualification requirement set forth in Appendix D, Statement of Qualifications/Conflicts/Technical Questionnaire.

B. Key Personnel. Key project staffing changes must be approved by the Issuing Office. The Issuing Office reserves the rights to request, at its sole discretion, that the selected Offeror remove and replace counsel or staff from the Engagement.

C. Ongoing Compliance with Qualifications; Removals. The Issuing Office may reject an Offeror’s proposal, or remove or suspend the Offeror for reasons that include, but are not limited to:

1) Unprofessional performance;

2) Being the subject of disciplinary/licensing actions by the Pennsylvania Supreme Court;

3) Filing for protection under federal or state bankruptcy laws;

4) Failure to continue to meet the requirements of this RFP;

5) Failure to pay federal, state and/or local taxes; or

6) Undisclosed conflict of interest.

IV-3. Tasks.

A. Legal Services. The selected Offeror shall provide legal services and perform all tasks necessary to successfully represent the Commonwealth as set forth in Part IV-1, above.

B. Contract Close Out. Prior to close out or termination of the contract, the selected Offeror(s) shall cooperate with the Commonwealth and any subsequent Offeror(s) in any activities related to the transition/turnover of responsibilities.

IV-4. Reports and Project Control.

The selected Offeror(s) shall prepare and submit at the request of the Commonwealth, subject to attorney-client and other applicable privileges, memoranda of law and other documents related to the services performed for this Engagement.

IV-5. Contract Requirements—Small Diverse Business and Veteran Business Enterprise Participation.

A. SDB Participation Documents. All documents completed and submitted by the selected Offeror in connection with its SDB Participation Submittal (including the SDB Participation Submittal, SDB Utilization Schedule, and any Good Faith Efforts Documentation to Support Waiver Request of SDB Participation Goal) shall be considered a part of the Contract and are hereby expressly incorporated into the Contract by reference thereto.

B. VBE Participation Documents. All documents completed and submitted by the selected Offeror in connection with its VBE Participation Submittal (including the VBE Participation Submittal, VBE Utilization Schedule, and any Good Faith Efforts Documentation to Support Waiver Request of VBE Participation Goal) shall be considered a part of the Contract and are hereby expressly incorporated into the Contract by reference thereto.

C. Required contract terms. All contracts containing SDB and/or VBE participation must contain the following contract provisions to be maintained through the initial contract term and any subsequent options or renewals:

1. Each SDB and VBE participation commitment which was credited by BDISBO and the total percentage of the SDB and VBE participation commitments made at the time of proposal submittal or contract negotiations, as applicable, become contractual obligations of the selected Offeror upon execution of its contract with the Commonwealth.

2. For purposes of monitoring compliance with the selected Offeror’s SDB and VBE participation commitments, the contract cost is the total amount paid to the selected Offeror throughout the initial contract term and all renewal option terms.

3. The selected offeror cannot alter its overall SDB or VBE commitments or commitments made to individual SDB or VBE subcontractors without written approval from the Issuing Officer and BDISBO.

4. Both the overall percentage of SDB and VBE commitments, and individual SDB and VBE commitments must be maintained in the event the contract is assigned to another prime contractor.

D. Subcontract requirements.

1. The selected offeror and each SDB listed on the SDB Utilization Schedule and VBE listed on the VBE Utilization Schedule must enter into a final, definitive subcontract agreement signed by the selected offeror and the SDB or VBE within 30 calendar days of the final execution date of the Commonwealth contract. A Model Form of Small Diverse Business and Veteran Business Enterprise Subcontractor Agreement which may be used to satisfy this requirement is available as Appendix I.

2. In addition to any requirements in the offeror’s contract documents, the subcontract must contain:

a. The specific work, supplies or services the SDB or VBE will perform; location for work performed; how the work, supplies or services relate to the contract; and the specific timeframe during the initial term and any extensions, options and renewals of the prime contract when the work, supplies or services will be provided or performed;

b. The fixed percentage commitment and/or associated estimated dollar value that each SDB or VBE will receive based on the final negotiated cost for the initial term of the prime contract and any renewal option terms;

c. In accordance with BOP Policy Directive 2023-1, payment terms indicating that the SDB or VBE will be paid for work satisfactorily completed within 10 calendar days of the selected offeror’s receipt of payment from the Commonwealth for such work. Subcontractors are encouraged to utilize electronic payment methods;

d. Commercially reasonable terms for the applicable business/industry that are no less favorable than the terms of the selected offeror’s contract with the Commonwealth and that do not place disproportionate risk on the SDB or VBE relative to the nature and level of the SDB’s or VBE’s participation in the contract; and

e. The requirement that the SDB or VBE submit to BDISBO utilization reports.

3. If a subcontract agreement is required by the solicitation document and the subcontract terms omit any of the information required in subparagraph 2 but that information is otherwise reflected within the selected offeror’s SDB Participation Submittal or VBE Participation Schedule, or associated documents (SDB Utilization Schedule and Letters of Commitment or VBE Utilization Schedule and Letters of Commitment), the information listed in the SDB Participation Submittal or VBE Participation Submittal or associated documents is incorporated into the subcontract agreement. To the extent that any subcontract terms conflict with the requirements of paragraph (2) or information contained within the selected offeror’s SDB Participation Submittal or VBE Participation Schedule and associated documents, the order of precedence is as follows: 1) the requirements of paragraph 2, 2) the selected offeror’s SDB Participation Submittal or VBE Participation Schedule and associated documents; and 3) the terms of the subcontract agreement.

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