Bond Counsel Pool

Request for Qualifications

Commonwealth of Pennsylvania

Governor’s Office of General Counsel

Bond Counsel Pool

INTRODUCTION

The Pennsylvania Governor’s Office of General Counsel (“OGC”) has established a general pool of qualified Law Firms to serve as Bond Counsel, from time to time, to the Commonwealth of Pennsylvania Office of the Budget and other agencies and authorities subject to the General Counsel’s authority, including but not limited to the Pennsylvania Economic Development Financing Authority; Pennsylvania Energy Development Authority; Pennsylvania Infrastructure Investment Authority; Pennsylvania Industrial Development Authority; Pennsylvania Higher Educational Facilities Authority; State Public School Building Authority; and the State System of Higher Education. The Bond Counsel Pool will be reopened for interested firms to submit Statements of Qualifications upon request. All interested parties should submit their qualifications for inclusion in the Bond Counsel Pool. If your firm is already included in OGC’s Bond 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 to be qualified in the new Bond Counsel Pool.

The Commonwealth will consider the Statements of Qualifications submitted in response to this RFQ and will establish a general Bond 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 financing transaction is identified, the Commonwealth issuer ("Agency") will issue a request for proposals ("RFP") with the specific requirements (the "Specific Qualifications") relating to the transaction and the timeframe for responses to the Bond Counsel Pool. Only Law Firms qualified in the Bond Counsel Pool may respond to the RFP. The Agency will select the bond counsel firm determined to be the best qualified based on the evaluation factors set forth in the RFP. The final amount of fair and reasonable compensation for each engagement shall be determined through negotiation.

ALL Law Firms wishing to participate in any capacity as Bond Counsel to the Commonwealth of Pennsylvania must submit their qualifications pursuant to this RFQ. OGC desires a diverse pool of bond counsel firms for the purpose of best assisting its Commonwealth issuers in meeting their financing goals. Firms of all kinds and sizes, including but not limited to small, diverse and women-owned and veteran-owned firms, are encouraged to apply for admission to the Pool. A Law Firm must be qualified in the Bond Counsel Pool before it may submit a proposal for a specific financing transaction announced by the Commonwealth.

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 Bond Counsel. 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 Bond Counsel Pool. Finally, Section IV outlines submission procedures and instructions.

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SECTION I

GENERAL INFORMATION

A. Bond Counsel Pool

OGC will establish a single, general Bond Counsel Pool. Law Firms may seek to establish their qualification to be considered in the provision of Bond Counsel services for one or more of the following Executive Agencies, or groups of Executive Agencies, under the Governor’s jurisdiction:

• Commonwealth of Pennsylvania, Office of the Budget: Representative financings consist principally of: (i) State general obligation debt issued to finance capital projects (including those in approved capital budgets), debt approved by voter referendum, debt issued in response to disasters, and, debt issued in anticipation of the receipt of tax revenues; and, (ii) revenue-backed debt as authorized by the General Assembly.

• Other Statewide Issuers and Conduit Finance:

This group of issuers includes, among others, the Pennsylvania Economic Development Financing Authority (PEDFA), the Pennsylvania Industrial Development Authority (PIDA), the Pennsylvania Infrastructure Investment Authority (PENNVEST), the State Public School Building Authority (SPSBA), the Pennsylvania Higher Educational Facilities Authority (PHEFA), the State System of Higher Education (SSHE) and the Pennsylvania Energy Development Authority (PEDA). These authorities will issue on their own behalf and on a conduit basis. The types of projects funded through these financing entities vary by issuer and include: water, wastewater, stormwater, healthcare, educational, mass commuting, solid waste, manufacturing, certain housing, commercial, energy, public facilities and other facilities. The borrowers (conduit or otherwise) or project users may include Commonwealth agencies, local governmental units, municipal authorities, industrial and commercial development authorities, industrial development agencies, nonprofit entities, for profit entities and/or other private owners or lessees of projects eligible for taxable or tax-exempt financing.

Additional information about each of the specific agencies listed above and their various financing programs may be available on the Internet through their respective websites, which may be accessed at www.pa.gov.

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 in Commonwealth financing transactions described herein.

As described in Section II, Minimum Qualifications have been established for all applicants. Statements of Qualifications received in response to this RFQ will be reviewed to determine whether the Minimum Qualifications have been satisfied. Applicants meeting the Minimum Qualifications will be included in the general Bond Counsel Pool.

Inclusion in the general Bond Counsel Pool commences on the date the parties fully execute the Contract for Legal Services (the “Contract”). Please note, however, that inclusion in the general Bond Counsel Pool does not provide assurance that a Law Firm will receive an appointment to any transaction. Any Law Firm selected for inclusion in the general Bond 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 issuers expect to issue RFPs, as needed, for each specific financing transaction(s). Specific Qualifications related to a given financing will be identified by the issuer, and qualified Bond Counsel will then be invited to submit their Specific Qualifications in accordance with the RFP. Specific Qualifications may include technical expertise, cost and other factors included in the RFP. Appointment to the specific transaction will be made to the bond counsel firm 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 Bond 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 Bond Counsel for each specific transaction (or series of like transactions) will be selected from the approved Bond 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 bond counsel. Accordingly, OGC appointments of outside counsel to serve in capacities other than as bond counsel may or may not be made from the approved Bond Counsel Pool. OGC reserves the right to make counsel appointments with regard to special tax counsel, special disclosure counsel, general agency or issuer counsel, or such other appointments as may be deemed necessary or desirable, in the sole judgment of the General Counsel, for all other aspects of, or roles within, a municipal financing transaction.

SECTION II

MINIMUM QUALIFICATIONS FOR ALL APPLICANTS

In order to qualify for inclusion in the general Bond Counsel Pool, a Law Firm’s Statement of Qualifications must demonstrate that firm’s ability to meet each of the Minimum Qualifications outlined below. Responses must be provided addressing each Minimum Qualification in the order set forth. OGC will not generally accept a co-counsel, joint venture, or subcontracting relationship to satisfy the Minimum Qualifications.

1. In a narrative statement, confirm that the Law Firm is listed in the “Municipal Bond Attorneys” section of the most recent edition of The Bond Buyers Municipal Marketplace.

2. Confirm that at least one member of the Law Firm’s bond 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 municipal finance background and expertise, if any.

3. Confirm that the Law Firm has and will maintain in full force and effect, during the duration of its participation in the approved Bond Counsel Pool, professional liability insurance through an AA Best-Rated (or the equivalent) 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. 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.

4. Describe the Law Firm and its capabilities, including the size of its municipal bond practice group and the availability of specific advice or expertise within the current law firm roster on questions relating to arbitrage, securities law, municipal finance, tax law, disclosure requirements and the federal or state tax-exempt status of bonds. Please also include descriptions of any specific Law Firm experience as bond counsel for the types of issuances described in Section I.

5. Provide evidence of any specific Law Firm experience as bond counsel for governmental entities in Pennsylvania and for other state governments.

6. Separate and apart from (2) above, describe the qualifications and experiences of all attorneys within the Law Firm who are expected to work as part of the bond counsel team. Include the qualifications and experiences of the Law Firm’s tax counsel and disclosure counsel. Provide resumes of each bond counsel team member. 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 bond counsel team, identify them and their specialized expertise.

7. 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 public finance transaction, or relating to any public finance matter in which the Law Firm served as bond counsel, underwriters counsel, or other form of special counsel; and (d) any litigation or threatened litigation in connection with services rendered by the Law Firm as bond counsel and/or as special counsel or in connection with any opinion rendered by the Law Firm in a bond transaction within the last seven years. (This information may be submitted under a confidential label.)

8. 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. Describe any existing or potential conflict of interest arising from the Law Firm’s relationships with or representation of other parties. A conflict would include, without being limited to, the representation of any party in a matter adverse to the Commonwealth or any of the Commonwealth agencies to which a waiver had not been previously granted by OGC. Provide sufficient facts, legal implications, and possible effects so that OGC may evaluate the significance of each potential conflict. A Law Firm selected for inclusion in the approved Bond Counsel Pool through this RFQ must represent and warrant that it has no conflicting representation that has not been fully disclosed to and waived by the General Counsel and shall not undertake any representation that conflicts with the performance of the services or obligations unless such conflicting representation has been fully disclosed to and waived by the General Counsel. All conflicting representation shall be promptly disclosed to the General Counsel.

9. Law Firms selected for inclusion in the approved Bond Counsel Pool through this RFQ must agree to receive fees at the rates or rate structures as determined and approved by the Commonwealth issuer client in consultation with OGC 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 has used various methodologies for establishing compensation for bond counsel work. Methodologies have included 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 bond issue and thereafter fixed in the engagement letter for any specific transaction for which appointment is made.

10. 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 issuer clients. Provide written acknowledgment of ability to comply with this requirement.

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SECTION III

ONGOING COMPLIANCE WITH MINIMUM QUALIFICATIONS;

REMOVALS

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

Any Law Firm may be removed or suspended from the approved Bond 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 listed in Section II. (This includes changes in personnel who would perform Bond 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 the Firm’s submission by April 24, 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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