Specialized Financial Services Counsel Pool

Request for Qualifications

Commonwealth of Pennsylvania

Governor’s Office of General Counsel

Specialized Financial Services Counsel Pool

INTRODUCTION

The Pennsylvania Governor’s Office of General Counsel (“OGC”) has established a general pool of qualified Law Firms to serve as Specialized Financial Services Counsel, from time to time, to agencies and authorities (“Agency”) subject to the General Counsel’s authority in the following categories: Specialized Securities Counsel (including but not limited to disclosure counsel, co-bond counsel and issuer’s counsel), Specialized Tax Counsel or Audit Services, Structured Finance/Capital Investment Counsel, and Specialized Collections, Creditor Rights and Bankruptcy Counsel (each, a "Category" and together, "Categories"). All interested parties should submit their qualifications for inclusion in the Specialized Financial Services Counsel Pool. If your firm is already included in OGC’s Specialized Financial Services Counsel Pool, you do not need to submit a response to this RFQ. You will remain on the active list.

This Request for Qualifications ("RFQ") is issued pursuant to Section 518 of the Commonwealth Procurement Code, 62 Pa.C.S. §518, in accordance with Executive Order 2015-2, dated January 20, 2015, to specify a uniform format for Statements of Qualifications to be submitted by Law Firms in order to be qualified in a new Specialized Financial Services Counsel Pool.

The Commonwealth will consider the Statements of Qualifications submitted in response to this RFQ and will establish a Specialized Financial Services Counsel Pool of Law Firms meeting the Minimum Qualifications contained herein. Subject to the exceptions and conditions set forth in Executive Order 2015-2, when a specific matter requiring services of Specialized Financial Services Counsel by Categories identified, the Agency (or the Commonwealth) will issue a request for proposals ("RFP") with the specific requirements (the "Specific Qualifications") relating to the matter and the timeframe for responses to the Specialized Financial Services Counsel Pool. Only Law Firms qualified within the Categories in the Specialized Financial Services Counsel Pool may respond to the RFP. The Agency will select the firm, or firms where more than one contract is awarded, determined to be the best qualified based on the evaluation factors set forth in the RFP. The final amount of fair and reasonable compensation shall be determined through negotiation.

ALL Law Firms wishing to participate in any capacity as Specialized Financial Services Counsel to the Commonwealth of Pennsylvania must submit their qualifications pursuant to this RFQ. OGC desires a diverse pool of financial services firms for the purpose of best assisting an Agency in meeting its goals. Firms of all kinds and sizes, including but not limited to small, diverse and women-owned firms, are encouraged to apply for admission to the Pool. Any Law Firm must be qualified in the appropriate Category of the Specialized Financial Services Counsel Pool in order to submit a proposal for a specific matter announced by the Commonwealth. Law Firms may submit qualifications to multiple Categories.

Following in this RFQ in Section I, is general information for all applicants. Section II outlines Minimum Qualifications applicable to all applicants seeking to qualify to serve as Specialized Financial Services Counsel and the applicable Minimum Qualifications for Categories. Section III sets forth a Law Firm’s requirement to maintain continued compliance with the Minimum Qualifications, and identifies circumstances under which a firm can be removed from the Specialized Financial Services Counsel Pool. Finally, Section IV outlines submission procedures and instructions.

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SECTION I

GENERAL INFORMATION

A. Specialized Financial Services Counsel Pool

OGC will establish a single, Specialized Financial Services Counsel Pool with the following Categories: Specialized Securities Counsel (including but not limited to disclosure counsel, co-bond counsel, and issuer’s counsel), Specialized Tax Counsel or Audit Services, Structured Finance/Capital Investment Counsel, and Specialized Collections, Creditor Rights and Bankruptcy Counsel (“Subcategories”). Law Firms may seek to establish their qualification to be considered in the provision of Specialized Financial Services Counsel services for one or more Categories.

B. General Information for Applicants

The purpose of this RFQ is to invite Law Firms to submit Statements of Qualifications, in the form and manner described herein, to establish their basic qualification to participate.

As described in Section II, Minimum Qualifications have been established for all applicants and for Categories. Statements of Qualifications received in response to this RFQ shall specify the Categories for which the Applicant is seeking inclusion. Submissions will be reviewed to determine whether the Minimum Qualifications and the applicable Minimum Qualifications for Categories have been satisfied. Applicants meeting the Minimum Qualifications and the applicable Minimum Qualifications for Categories will be included in the Categories for the Specialized Financial Services Counsel Pool for which the firm is qualified.

Inclusion in the Specialized Financial Services Counsel Pool commences on the date the parties fully execute the Contract for Legal Services (the “Contract”). Please note, however, that inclusion in the Specialized Financial Services Counsel Pool does not provide assurance that a Law Firm will receive an appointment to any matter. Any Law Firm selected for inclusion in the Specialized Financial Services Counsel Pool may, at any time, be selected to provide specific counsel to a particular Commonwealth entity based on specific need, capacity, qualification or such other circumstances as the General Counsel shall determine. Nothing herein shall in any way be deemed to limit the discretion of the General Counsel to make such appointments to serve the needs of the Commonwealth as deemed appropriate.

The Commonwealth Agencies will issue RFPs, as needed, for each specific matter. Specific Qualifications related to a given financing transaction will be identified by the Agency and qualified Specialized Financial Services Counsel. Approved law firms with qualifications in the particular Category will then be invited to submit their Specific Qualifications in accordance with the RFP. Specific Qualifications may include technical expertise, cost, small and diverse business participation and other factors included in the RFP. Appointment to the specific matter will be made to the firm, or firms, determined to be the best qualified based on the evaluation factors set forth in the RFP. The final amount of fair and reasonable compensation shall be determined through negotiation.

The RFQ qualification process and the approved Specialized Financial Services Counsel Pool will remain in effect at the discretion of the General Counsel. OGC may determine, at any time, to amend, modify, or discontinue this RFQ and the process described herein at any time. It is currently expected that Specialized Financial Services Counsel for each of the specific Category and for each transaction will be selected from the approved Specialized Financial Services Counsel Pool; however, this may change at any time, without notice in the discretion of the General Counsel.

Any information provided in response to this RFQ may be considered (but is not required to be considered) in making appointments of outside counsel to serve in capacities other than as Specialized Financial Services Counsel. Accordingly, OGC appointments of outside counsel to serve in capacities other than as Specialized Financial Services Counsel may or may not be made from the approved Specialized Financial Services Counsel Pool. OGC reserves the right to make counsel appointments as may be deemed necessary or desirable, in the sole judgment of OGC, for all other aspects of, or roles within, a specialized financial services matter.

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SECTION II

MINIMUM QUALIFICATIONS FOR ALL APPLICANTS

In order to qualify for inclusion in the Specialized Financial Services Counsel Pool, a Law Firm’s Statement of Qualifications must demonstrate the firm’s ability to meet all of the Minimum Qualifications set forth below in paragraph 1 and all Minimum Qualifications under the applicable subparagraph in paragraph 2 for which the firm intends to prequalify. Responses must be provided addressing each Minimum Qualification in paragraph 1 in the order set forth below and each type of service set forth under the subparts to paragraph 2 in the order set forth below. If the firm is not prequalifying for a particular service set forth in subparts to paragraph 2 below, identify the subsection and state ‘not applicable.” OGC will not generally accept a co-counsel, joint venture, or subcontracting relationship to satisfy the Minimum Qualifications of section 1.

1. Minimum Qualification

a. Confirm that at least one member of the Law Firm’s counsel team is admitted to practice law before the Supreme Court of Pennsylvania and is a member in good standing. Identify the member or members and provide resume(s) outlining each member’s finance background and expertise, if any.

b. Confirm that the Law Firm has and will maintain in full force and effect, during the duration of its participation in the approved Specialized Financial Services Counsel Pool, professional liability insurance through an A- Best-Rated (or better) insurance carrier in an aggregate amount usual and customary for firms of its size and practice areas, subject to normal deductibles, and covenants. The professional liability insurance will include coverage for practice in the field of federal and state securities and tax law, bankruptcy law and collections as applicable. Please note that future RFPs will require an aggregate amount of insurance as a minimum technical proposal requirement commensurate with that RFP’s bond issuance, if any or other financial terms.

c. Describe the Law Firm and its capabilities, including the size of the firm, its practice group areas, the size of its Specialized Financial Services Group and the composition of the types of expertise within the current law firm roster on questions relating to Specialized Securities (including disclosure), Tax Counsel and Audit Services, Structured Finance/Capital Investment Transactions and Specialized Collections, Creditors Rights and Bankruptcy.

d. Separate and apart from (c) above, describe the qualifications and experiences of all attorneys within the Law Firm who are expected to work as part of the Specialized Financial Services team. Provide acknowledgement that senior personnel will be committed to Commonwealth transactions. Describe the anticipated division of duties among partners, associates, and paralegals. If any additional lawyers within the Law Firm may be available for consultation, even though they are not assigned to work with the Specialized Financial Services team, identify them and their specialized expertise.

e. Provide detailed descriptions of: (a) any litigation or administrative proceeding in which the Law Firm was a party in any matter related to the professional activities of the Law Firm during the five years prior to the date of this RFQ; (b) any pending litigation, investigation, or proceeding in which a court or administrative agency is addressing any question relating to the professional activities of the Law Firm; (c) any notice of official action, administrative inquiries, or formal Securities and Exchange Commission, Municipal Securities Rulemaking Board, or Internal Revenue Service challenges pertaining to any finance transaction, or relating to any finance matter in which the Law Firm served as Specialized Financial Counsel and (d) any litigation or threatened litigation in connection with services rendered by the Law Firm as Specialized Financial Services Counsel within the last seven years. (This information may be submitted under a confidential label.)

f. Provide a written acknowledgment that the Law Firm will comply with OGC’s Conflict Waiver Policy, a copy of which can be found in the attached Contract for Legal Services Template, which is attached to this RFP as Appendix A. The Law Firm shall represent and warrant at the time that it submits a proposal to act as counsel for a specific matter that it has no conflicting representation that has not been fully disclosed to and waived by both the client in the conflicting representation and the General Counsel and shall not undertake any representation that conflicts with the performance of the services or obligations under this Contract, unless any and all such conflicting representations have been disclosed and so waived by all affected parties. Once a Law Firm is engaged by the General Counsel to act as counsel for a specific matter, such Law Firm may not during such engagement take on a conflicting representation without first disclosing such conflicting representation to the General Counsel and obtaining appropriate waivers from both the General Counsel and the prospective client in the conflicting representation. The Law Firm may not, without the prior written consent of the General Counsel, withdraw from an ongoing engagement as counsel for a specific matter in order to take on a conflicting representation respecting which waivers from all affected parties cannot be obtained. The process for obtaining conflict waivers is more fully described in the Office of General Counsel Conflict Waiver Procedure, which is attached to the Contract.

g. Law Firms selected for inclusion in the approved Specialized Financial Services Counsel Pool through this RFQ must agree to receive fees at the rates or rate structures as determined and approved by OGC, in consultation with the Agency, and must further agree to perform legal services in accordance with the OGC Contract for Legal Services, a copy of which is attached to this RFQ as Appendix A and must be appended to the RFQ submission.. A fee structure (or fee determination methodology) will be established for each RFP and included in the Specific Qualifications. The Commonwealth will use various methodologies for establishing compensation for Specialized Financial Services Counsel work. Methodologies may include fees based upon par amount, a fixed dollar amount per transaction, and a per hour amount. The particular methodology with be articulated in the RFP issued for the particular transaction and thereafter fixed in the engagement letter for any specific transaction for which appointment is made.

h. All Law Firms must possess sufficient technical capacity to provide electronically stored, transmissible and deliverable transcripts as defined and required by the Issuer in its RFP and must agree to operate in compatible technology and document formats for the Commonwealth clients. Provide written acknowledgment of ability to comply with this requirement.

2. Minimum Qualification for Categories of Specialized Financial Services Counsel

To be considered for a specific type of work as financial services counsel, applicants may apply for one or more the following specific Categories.

a. Specialized Securities Counsel (including (including but not limited to disclosure counsel, co-bond counsel, and issuer’s counsel)

From time to time, one or more Commonwealth Agencies may have need for specialized securities counsel. Counsel may be required outside of a specific financing transaction. Services may involve such areas as disclosure questions, reporting and due diligence related to Rule 15(c)2(12), questions relating to initiatives of the Securities and Exchange Commission (SEC) or the Municipal Securities Rulemaking Board (MSRB). Representation may entail appearance before applicable state or federal commissions, advice and counsel in securities practice relating to municipal market issues, and other general and specialized securities representation.

Additionally, one or more Commonwealth Agencies or other parties involved in a financing transaction may have need for services of counsel to assist with disclosure matters relating to securities. Counsel in this situation will likely be required in connection with a specific transaction or on a post issuance matter. Services may involve such areas as preparing and reviewing disclosure of the Commonwealth or Commonwealth Agency and the other parties to a specific transaction and providing an opinion to the participants in a financing transaction; interactions with rating agencies; and providing advice as to applicable securities laws. The Commonwealth intends to prequalify a pool of counsel who may qualify to serve in any of a variety of roles in a financing transaction, including but not limited to co-bond counsel, issuer’s counsel or special disclosure counsel.

Preparation and review of disclosure documents may require counsel to identify any new legal requirements and areas of particular due diligence importance, especially in the areas of the budget, funding concerns, material legislation, material litigation, and accounting changes. It may also require counsel to suggest enhancements to the disclosure process and to provide counsel and advice as to due diligence requirements. Counsel will likely be expected to prepare or review continuing disclosure agreements and to make recommendations which will enhance the quality, completeness, or timeliness of the disclosure documents. Counsel should also be able to answer questions regarding disclosure documents and to advise on continuing disclosure obligations including annual filings, material events notices and other post-issuance compliance matters.

Counsel may be expected to participate in communications with rating agencies, and to review presentation materials to be provided to rating agencies, credit enhancers, investor presentations, and any other information or statements that might speak to the market.

Regarding applicable securities laws, counsel will be expected to have knowledge of Securities Act of 1933 and in particular sections such as 17(a), Section 14(e) and Rule 10b-5 (antifraud provisions) as well as Rule 15c-2-12 and MSRB rules. Counsel should be able to provide advice as to securities laws and with regard to SEC investigations and securities enforcement actions or state commission matters and services, which may entail appearance on behalf of a Commonwealth Agency before the applicable state or federal bodies if necessary.

We invite submission of a narrative outlining the specific expertise of your firm in providing services as securities counsel, in particular with respect to representation of governmental issuers. Specific work done as disclosure counsel should be listed separately. Additionally, specific specialized representation as co-bond counsel, issuer’s counsel or related counsel in financial transactions involving Commonwealth Agencies should be outlined. Professional references from two previous transactions (within the past three years) should be submitted. Resumes of the members of your firm with expertise in this area should be provided.

b. Tax Counsel and or Audit Services

From time to time, the Commonwealth and its various Agencies may need the services of specialized tax counsel to represent the issuer before the Internal Revenue Service in an audit or inquiry from the Internal Revenue Service.  The Commonwealth and its Agencies may also have the need, from time to time, for counsel to provide specialized tax advice either during a financing transaction or in a more general regard outside of a specific financing transaction. 

We invite submission of a narrative outlining the specific expertise of your firm in providing services as tax counsel.  Because there is a wide diversity among the Commonwealth issuers, please provide very detailed information regarding the level and scope of specialization to allow evaluation of ability and expertise in some of the highly technical areas of private activity bond issuance (Exempt facility bonds, small issue bonds, student loan bonds, 501(c)3 bonds, pooled transactions, mortgage revenue bond transactions, private placement transactions, and Section 103 of the Tax Code generally.)

Professional references from two previous transactions (within the past three years) should be submitted. Resumes of the members of your firm with the indicated level of tax counsel expertise should be provided.

c. Structured Finance/ Capital Investment Transaction Counsel

From time to time, one or more Commonwealth Agencies may have need for counsel to assist in structuring and documenting specific capital investment transactions. The Commonwealth may have need for specialized finance or capital investment transaction counsel to assist in design and implementation of specific financing strategy to solve capital needs. Counsel may be required outside of a specific financing transaction and may be engaged to assist in program design and implementation. Specific transactions may include such items as non-traditional risk transfer models, public-private partnership (“P-3”) transactions, collateralized bond/mortgage/debt obligations, asset backed securitizations, derivatives and hedging strategies, capital investment transactions, credit facility agreements, and loan participation agreements. Transactions may involve single or multiple currency or foreign financial entities.

We invite submission of a narrative outlining the specific expertise of your firm in providing services as specialized structured finance/capital investment counsel.

Resumes of the members of your firm with expertise in this area should be provided. Professional references from two previous transactions (within the past three years) should be submitted.

d. Specialized Collections, Creditors Rights and Bankruptcy Counsel

From time to time, one or more Commonwealth Agencies may have need for counsel to assist in asserting creditors’ rights in the collection of debts, structuring of workouts and bankruptcy.

We invite submission of a narrative outlining the specific expertise of your firm in providing counsel for collections, workouts and bankruptcy, including but not limited to expertise in bankruptcy (including Chapters 11 and 9), evidence of a subscription to PACERS and admittance to practice in the Pennsylvania Western, Eastern and Middle District Bankruptcy Courts.

Provide resumes of each member of your firm with expertise in this area. To be considered for possible appointment in this area, please provide relevant professional references from previous transactions (within the past three years) for which current members of the Law Firm were involved.

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SECTION III

ONGOING COMPLIANCE WITH MINIMUM QUALIFICATIONS;

REMOVALS

To remain in good standing in the approved Specialized Financial Services Counsel Pool, a Law Firm must meet the provisions of Section II, Minimum Qualifications and the applicable Minimum Qualifications for Categories, at all times. Each Law Firm is responsible for notifying the General Counsel in writing if it no longer meets the Minimum Qualifications and/or the applicable Minimum Qualifications for Categories. The General Counsel reserves the right to reconfirm Minimum Qualifications and the applicable Minimum Qualifications for Categories from time to time.

Any Law Firm may be removed or suspended from the approved Specialized Financial Services Counsel Pool for reasons that include, but are not limited to, the following:

1. Disqualification because of legal proceeding.

2. Unacceptable performance in any financing transaction as determined by an evaluation by the General Counsel.

3. Being the subject of disciplinary action by Commonwealth or federal regulatory authorities.

4. Filing for protection under federal or state bankruptcy laws.

5. Failure to continue to meet the Minimum Qualifications and the applicable Minimum Qualifications for Categories listed in Section II. (This includes changes in personnel to perform Specialized Financial Services Counsel services identified in the RFQ process.).

6. Undisclosed conflict of interest.

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SECTION IV

ADDITIONAL SUBMISSION INSTRUCTIONS

OGC must receive an electronic copy of each submission by February 18, 2026. The submissions must be delivered via email ra-gcrfpresponse@pa.gov to the attention of: Mrs. Jordan Kiessling.

Submissions which do not meet the above-described requirements will be rejected as non-responsive. OGC is not responsible for any expenses that Law Firms may incur in preparing and submitting responses to this RFQ. All materials submitted in response to this RFQ will become the property of the Commonwealth of Pennsylvania and may become public information.

Any questions regarding this RFQ must be submitted via email to jkiessling@pa.gov to the attention of: Mrs. Jordan Kiessling.

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