Bond Counsel Services

REQUEST FOR QUALIFICATIONS

For

BOND COUNSEL

Issued by

THE GOVERNOR’S OFFICE OF GENERAL COUNSEL

COMMONWEALTH OF PENNSYLVANIA

On behalf of

STATE PUBLIC SCHOOL BUILDING AUTHORITY and

PENNSYLVANIA HIGHER EDUCATIONAL FACILITIES AUTHORITY

RFQ NUMBER:

OGC-2026-12

DATE OF ISSUANCE

April 8, 2026

The Issuing Office and the Bureau of Diversity, Inclusion and Small Business Opportunities (BDISBO) have set an SDB Participation Goal and a VBE Participation Goal for this RFQ. This is a significant programmatic change from the SDB and SB Participation program contained in prior best value solicitations issued by the Commonwealth. In order to be included in the Bond Counsel Pool and eligible for selection as Bond Counsel for SPSBA and/or PHEFA bond issuances, Law Firms must agree to meet the SDB Participation Goal AND the 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-2, II-3 and IV-3 of the RFQ and Appendices F, G and H.

*If you are already included in SPSBA & PHEFA’s Bond Counsel Pool, you do not need to submit a response for this new RFQ*

REQUEST FOR QUALIFICATIONS FOR

Bond Counsel

State Public School Building Authority and

Pennsylvania Higher Educational Facilities Authority

TABLE OF CONTENTS

CALENDAR OF EVENTS 3

PART I - GENERAL INFORMATION 4

PART II - SUBMITTAL REQUIREMENTS 11

PART III - CRITERIA FOR SELECTION 13

PART IV - WORK STATEMENT 15

APPENDIX A – SUBMITTAL COVER SHEET

APPENDIX B – TRADE SECRET CONFIDENTIAL PROPRIETARY INFORMATION

NOTICE

APPENDIX C – STATEMENT OF QUALIFICATIONS/CONFLICTS/TECHNICAL

QUESTIONNAIRE

APPENDIX D – PERSONNEL EXPERIENCE BY KEY POSITION

APPENDIX E – PROJECT REFERENCES

APPENDIX F – SMALL DIVERSE BUSINESS PARTICIPATION SUMMARY

SHEET AND ATTACHMENTS

APPENDIX G – VETERAN BUSINESS ENTERPRISE PARTICIPATION SUMMARY

SHEET AND ATTACHMENTS

APPENDIX H – MODEL FORM OF SMALL DIVERSE BUSINESS AND VETERAN

BUSINESS ENTERPRISE SUBCONTRACTOR AGREEMENT

CALENDAR OF EVENTS

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

Deadline to submit Questions via email to: Mrs. Jordan M. Kiessling at jkiessling@pa.gov	Law Firms	4/13/2026 4:00 p.m.
Answers to Potential Law Firm questions posted to the PA eMarketplace website no later than this date.	Issuing Office	4/14/2026 4:00 p.m.
Please monitor website for all communications regarding the RFQ.	Law Firms	ONGOING
Electronic submissions must be received by the Issuing Office at: ra-gcrfpresponse@pa.gov	Law Firms	4/17/2026 4:00 p.m.

PART I

GENERAL INFORMATION

I-1. Purpose. This Request for Qualifications (RFQ) provides to those law firms (“Law Firms”) the opportunity to qualify for inclusion in a Bond Counsel Pool that will be used by School Districts, Community Colleges, Career and Technical Centers and Intermediate Units; and Public/Private Colleges and Universities (collectively “Schools”) to retain Law Firms as Bond Counsel in connection with the issuance of taxable and tax-exempt bonds by the State Public School Building Authority (“SPSBA”) and the Pennsylvania Higher Educational Facilities Authority (“PHEFA”) on an ad hoc basis.

The Commonwealth will select Bond Counsel for inclusion in the Bond Counsel Pool based upon the criterion set forth in this RFQ.

I-2. Issuing Office. The Governor’s Office of General Counsel (“Issuing Office”) has issued this RFQ on behalf of the Commonwealth. The sole point of contact in the Commonwealth for this RFQ 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 RFQ contains instructions governing the requested Submittals, including the requirements for the information and material to be included; a description of the service to be provided; requirements which Law Firms must meet to be eligible for consideration; general evaluation criteria; and other requirements specific to this RFQ.

I-4 Problem Statement. SPSBA and PHEFA have identified a need to establish a standing Bond Counsel Pool to be utilized by Schools to retain Law Firms as Bond Counsel in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA on an ad hoc basis. For purposes of this RFQ, the Commonwealth will select Bond Counsel for inclusion in the Bond Counsel Pool based upon the criterion set forth in this RFQ. Because this RFQ is only intended to establish a pool of qualified Bond Counsel, there is no guarantee that any Law Firm included in the Bond Counsel Pool will be selected by a School to perform Bond Counsel work for any engagement or receive any work in connection with any engagement.

Additional detail is provided in Part IV of this RFQ.

I-5 Type of Selection. Law Firms that have been deemed qualified for inclusion in the Bond Counsel Pool will receive an Appointment Letter from the Issuing Office notifying them of their inclusion in the Bond Counsel Pool. Schools may select any qualified firm from the Bond Counsel Pool in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA and may negotiate compensation with the selected Law Firm. A Legal Services Contract resulting from selection of a Law Firm for a bond issuance will be between the Law Firm and the School and will be entered into once a Law Firm is selected for a specific bond issuance. Law Firms in the Bond Counsel Pool may be called upon to provide bond counsel services to any of SPSBA or PHEFA’s Schools as more fully outlined in Part IV of this RFQ. Law Firms who are selected by a School for a bond issuance would then work with SPSBA or PHEFA and the School on the bond issuance.

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

I-7. Incurring Costs. The Issuing Office is not liable for any costs the Law Firm incurs in preparation and submission of its Submittal, in participating in the RFQ process, in inclusion in the Bond Counsel Pool, or in anticipation of award of any contract.

I-8. Questions & Answers. If a Law Firm has any questions regarding this RFQ, the Law Firm must submit the questions by email (with the subject line “RFQ OGC-2026-12 Question”) to the Issuing Officer named in Part I, Section I-2 of the RFQ. If the Law Firm has questions, they must be submitted via email no later than the date indicated on the Calendar of Events. The Law Firm 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. A Law Firm who submits a question after the deadline date for receipt of questions indicated on the Calendar of Events assumes the risk that its Submittal will not be responsive or competitive because the Commonwealth is not able to respond before the Submittal receipt date or in sufficient time for the Law Firm to prepare a responsive or competitive Submittal. 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 Law Firm to specific provisions in the RFQ.  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 Law Firms through an addendum.

All questions and responses as posted on the PA eMarketplace website are considered as an addendum to, and part of, this RFQ in accordance with RFQ Part I, Section I-10. Each Law Firm shall be responsible to monitor the PA eMarketplace website for new or revised RFQ 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 RFQ 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 PA eMarketplace website at:

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

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

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

I-11. Submittals. To be considered, Law Firms should submit a complete response to this RFQ to the Issuing Office, using the format provided in Part II, the Law Firm must provide in three (3) separate attachments, a copy of the Technical Submittal, 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 ) and 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). Law Firms must also provide a redacted version of the Technical Submittal, including Financial Capability information, in Microsoft Office or Microsoft Office-compatible format.

The Law Firm shall make no other distribution of its Submittal to any other Law Firm or Commonwealth official or Commonwealth Law Firm. Each Submittal page should be numbered for ease of reference. An official authorized to bind the Law Firm to its provisions must sign the Submittal. If the official signs the Submittal Cover Sheet (Appendix A to this RFQ) and the Submittal Cover Sheet is attached to the Law Firm’s Submittal, the requirement will be met. For this RFQ, the Submittal must remain valid for 120 days or until a determination whether the Law Firm is qualified for inclusion in the Bond Counsel Pool is made.

Each Law Firm submitting a Submittal specifically waives any right to withdraw or modify it, except that the Law Firm may withdraw its Submittal by written notice received at the Issuing Office’s address for Submittal delivery prior to the exact hour and date specified for Submittal receipt. A Law Firm may modify its Submittal prior to the exact hour and date set for Submittal receipt only by submitting a new Submittal or modification which complies with the RFQ 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 RFQ. 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.

The Commonwealth will only consider professional or para-professional services provided by SDB and/or VBE firms towards meeting SDB and VBE participation commitments as applicable.

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.

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

I-14. Alternative Submittals. The Issuing Office has identified the basic approach to meeting its requirements, allowing Law Firms to be creative and propose their best solution to meeting these requirements. The Issuing Office will not accept alternative technical Submittals.

I-15. Clarifications. Law Firms may be required to make an oral or written clarification of their Submittals 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. Submittal 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 Law Firm’s submissions in order to evaluate Submittals in response to this RFQ. Accordingly, except as provided herein, Law Firms should not label submissions as confidential or proprietary or trade secret protected.  Any Law Firm who determines that it must divulge such information as part of its Submittal must submit the signed written statement described in subsection C. below and must additionally provide a redacted version of its Submittal, which removes only the confidential proprietary information and trade secrets, for required public disclosure purposes.

B. Commonwealth Use. All material submitted with the Submittal 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 Submittal regardless of whether the Submittal becomes part of a contract or a Law Firm is selected by a School for a Bond Issuance. Notwithstanding any copyright designations contained on Submittals, the Commonwealth shall have the right to make copies and distribute Submittals 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 selection for inclusion in the Bond Counsel pool pursuant to this RFQ, all 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 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 B of the RFQ for a Trade Secret Form that may be utilized as the signed written statement, if applicable.

I-17. 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 Submittals submitted by other Law Firms.

I-18. News Releases. Law Firms shall not issue news releases, Internet postings, advertisements or any other public communications pertaining to this RFQ without prior written approval of the Issuing Office, and then only in coordination with the Issuing Office.

I-19. Restriction of Contact. From the issue date of this RFQ until the Issuing Office selects Law Firms for inclusion in the Bond Counsel pool, the Issuing Officer is the sole point of contact concerning this RFQ. Any violation of this condition may be cause for the Issuing Office to reject the offending Law Firm’s Submittal. 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 Submittal or remove the offending Law Firm from the Bond Counsel Pool. Law Firms must agree not to distribute any part of their Submittals beyond the Issuing Office. A Law Firm who shares information contained in its Submittal with other Commonwealth personnel and/or competing Law Firm personnel may be disqualified.

I-20. 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-21. Term of Inclusion in the Bond Counsel Pool. A Law Firm’s inclusion in the Bond Counsel Pool will commence as of the Effective Date set forth in the Appointment Letter and will end one (1) year from the Effective Date. The Commonwealth may also terminate the Bond Counsel Pool at any time and for any reason.

I-22. Law Firm’s Representations and Authorizations. By submitting its Submittal, each Law Firm understands, represents, and acknowledges that:

A. All of the Law Firm's information and representations in the Submittal are material and important, and the Issuing Office may rely upon the contents of the Submittal in making a determination as to whether the Law Firm is qualified for inclusion in the Bond Counsel Pool. The Commonwealth shall treat any misstatement, omission or misrepresentation as fraudulent concealment of the true facts relating to the Submittal submission, punishable pursuant to 18 Pa. C.S. § 4904.

B. The Law Firm has not disclosed any aspect of its Submittal to any other entity, except for subcontractors that the Law Firm may utilize in connection with future Bond Issuances, and it shall not disclose any of these items on or before the submission deadline applicable to this RFQ.

C. The Law Firm has not attempted, nor will it attempt, to induce any firm or person to refrain from submitting a Submittal in response to this RFQ.

D. The Law Firm makes its Submittal 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 Submittal.

E. To the best knowledge of the person signing the Submittal for the Law Firm, the Law Firm, 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 Law Firm has disclosed in its Submittal.

F. To the best of the knowledge of the person signing the Submittal for the Law Firm and except as the Law Firm has otherwise disclosed in its Submittal, the Law Firm 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 Law Firm that is owed to the Commonwealth.

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

H. The Law Firm 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 Submittal or the specifications for the services described in the Submittal.

I. Each Law Firm, by submitting its Submittal, authorizes Commonwealth agencies to release to the Commonwealth information concerning the Law Firm's Pennsylvania taxes, unemployment compensation and workers’ compensation liabilities.

J. Once the Issuing Officer receives a fully signed Appointment letter back from the Law Firm, the Law Firm will be included in the Bond Counsel Pool and will be eligible for selection and contract by Schools in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA dating back to the date of the Appointment letter.

K. When a School selects a Law Firm from the Bond Counsel Pool for a bond issuance, the Law Firm agrees to provide to the SPSBA or PHEFA (as applicable), the Issuing Office, and the Department of General Services’ Bureau of Diversity, Inclusion and Small Business Opportunities (“BDISBO”) a copy of the Closing Statement or Closing Receipt to include the prime law firm’s fee, the SDB fee and the VBE fee within ten (10) business days of the closing date.

I-23. Use of Electronic Versions of this RFQ. This RFQ is being made available by electronic means. If a Law Firm electronically accepts the RFQ, the Law Firm acknowledges and accepts full responsibility to ensure that no changes are made to the RFQ. In the event of a conflict between a version of the RFQ in the Law Firm’s possession and the Issuing Office’s version of the RFQ, the Issuing Office’s version shall govern.

[The remainder of this page is intentionally left blank.]

PART II

SUBMITTAL REQUIREMENTS

Law Firms must submit their Submittals in the format, including heading descriptions, outlined below. To be considered, the Submittal must respond to all requirements in this part of the RFQ. Law Firms should provide any other information thought to be relevant, but not applicable to the enumerated categories, as an appendix to the Submittal. Each Submittal shall consist of the following three separately attached submittals:

A. Technical Submittal, which shall be a response to RFQ 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 RFQ Part II, Section II-2; and

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 RFQ Part II, Section II-3.

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

The Issuing Office may make investigations as deemed necessary to determine the ability of the Law Firm to perform Bond Counsel services and/or any potential conflicts the Law Firm may have that could impact their provision of legal services in connect with an issuance of taxable and tax-exempt bonds by SPSBA or PHEFA, and the Law Firm shall furnish to the Issuing Office all requested information and data. The Issuing Office reserves the right to reject any Submittal if the evidence submitted by, or investigation of, such Law Firm fails to satisfy the Issuing Office that such Law Firm is properly qualified to carry out the obligations of the RFQ and to provide Bond Counsel services as specified.

II-1. Technical Submittal. Using the task descriptions in Part IV of this RFQ and Appendix C, Statement of Qualifications/Conflicts/Technical Questionnaire, as your reference point, explain the Law Firm’s experience, including experience of the personnel that will perform Bond Counsel work, and the service you will provide if selected by a School to provide Bond Counsel Services. Complete and submit Appendix C, Statement of Qualifications/Conflicts/Technical Questionnaire, Appendix D, Personnel Experience, and Appendix E, Project References, as part of your Technical Submittal. In addition, provide a narrative demonstrating the Law Firm’s general knowledge of Bond Counsel issuances by SPSBA and PHEFA as well as an analysis of the Law Firm’s plan of action consistent with the Part I, Section I-4 and Part IV of the RFQ. The Technical Submittal shall be submitted as a separate attachment, separated from the SDB Participation Submittal and the VBE Participation Submittal.

II-2. Small Diverse Business Participation Submittal.

The SDB Participation Submittal – Appendix F 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 a Law Firm to receive credit towards the SDB participation goal.

II-3. Veteran Business Enterprise Participation Submittal.

The VBE Participation Submittal – Appendix G 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 a Law Firm to receive credit towards the VBE participation goal.

[The remainder of this page is intentionally left blank.]

PART III

CRITERIA FOR QUALIFICATION

III-1. Mandatory Responsiveness Requirements. To be eligible for inclusion in the Bond Counsel Pool, a Submittal must be:

A. Timely received from a Law Firm;

B. Properly signed by the Law Firm;

C. Contain an SDB Participation Submittal and additional required documentation, all completed in accordance with Part I-13 and the Instructions for Completing the SDB Participation Submittal and SDB Utilization Schedule; and

D. Contain a VBE Participation Submittal and additional required documentation, all completed in accordance with Part I-13 and the Instructions for Completing the VBE Participation Submittal and VBE Utilization Schedule.

III-2. Technical Nonconforming Submittals. The four (4) Mandatory Responsiveness Requirements set forth in Section III-1 above (A-D) are the only RFQ 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 a Law Firm’s Submittal, (2) allow the Law Firm to cure the nonconformity, or (3) consider the nonconformity in the evaluation of the Law Firm’s Submittal.

III-3. Evaluation. The Issuing Office has selected a committee of qualified personnel to review and evaluate timely submitted Submittals and to submit recommendations to the Issuing Officer as to whether a Law Firm is qualified for inclusion in the Bond Counsel Pool. 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 Law Firm is responsive and responsible.

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

A. Technical: The Issuing Office has established the weight for the Technical criterion for this RFQ as 100% of the total points. Evaluation will be based upon the following, in equal order of importance:

i. Understanding the Problem

ii. Law Firm’s Qualifications

iii. Proposed Personnel Qualifications

iv. Soundness of Approach

As part of your technical submission, provide a narrative demonstrating the Law Firm’s knowledge of the areas of law and experience relevant to the Bond Counsel work 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.

III-5. Law Firm Responsibility. To be deemed responsible for purposes of this engagement, a Law Firm must submit a responsive Submittal and possess the capability to fully perform Bond Counsel services in all respects and the integrity and reliability to assure good faith performance.

A. In order for a Law Firm to be considered responsible for this RFQ and therefore eligible for inclusion in the Bond Counsel Pool, the total score for the technical submittal of the Law Firm’s Submittal must be greater than or equal to 75% of the available technical points. Should an Offereror’s Submittal not receive a score greater than or equal to 75% of the available technical points, the Law Firm will not be considered responsible solely for the purposes of this RFQ, and as such, will not be eligible for inclusion in the Bond Counsel Pool.

B. Further, in order to be eligible for inclusion in the Bond Counsel Pool, the Law Firm must be 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 Qualification.

A. After any discussions conducted with responsible Law Firms, the Issuing Office will rank responsible Law Firms according to the total score assigned to each, in descending order.

B. For purposes of this RFQ, the Commonwealth will be making a limited multiple-award. In the order of their respective final qualification ranking, the Commonwealth in its sole discretion will determine the number of firms to be included in the Bond Counsel Pool based on the number of responsive Submittals received from responsible Law Firms meeting the technical scoring threshold.

C. When Schools require Bond Counsel services in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA, Schools may select any qualified firm from the Bond Counsel Pool and may negotiate compensation with the selected Law Firm. A Legal Services Contract resulting from selection of a Law Firm for a bond issuance will be between the Law Firm and the School and will be entered into once a Law Firm is selected for a specific bond issuance.

D. The Issuing Office has the discretion to reject all Submittals or cancel the RFQ, at any time prior to the time Law Firms are selected for inclusion in the Bond Counsel Pool, 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.

[The remainder of this page is intentionally left blank.]

PART IV

STATEMENT OF WORK

IV-1. Objectives.

General. The purpose of Part IV-1 is to provide an overview of the Bond Counsel Pool envisioned as a result of this RFQ. Interested Law Firms should use this Part in its technical Submittal and in conjunction with the Technical Submission (Appendix C).

The purpose of this RFQ is to establish a pool of pre-qualified Bond Counsel for use by Schools in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA.  Law Firms that have been deemed qualified for inclusion in the Bond Counsel Pool will receive an Appointment Letter from the Issuing Office notifying them of their inclusion in the Bond Counsel Pool. Schools may select any qualified firm from the Bond Counsel Pool in connection with the issuance of taxable and tax-exempt bonds by SPSBA and PHEFA and may negotiate compensation with the selected Law Firm. A Legal Services Contract resulting from selection of a Law Firm for a bond issuance will be between the Law Firm and the School and will be entered into once a Law Firm is selected for a specific bond issuance.

The General Counsel reserves the right to make assignments as he may deem necessary or desirable, in his judgment, for all aspects of, or roles within the scope of this RFQ. The General Counsel also reserves the right to terminate the Bond Counsel Pool at any time and for any reason.

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

A. Qualifications and Conflicts. The selected Law Firm shall address each qualification requirement set forth in Appendix C, Statement of Qualifications/Conflicts/Technical Questionnaire.

B. Key Personnel. In order to remain in the Bond Counsel Pool, key project staffing changes must be approved by the Commonwealth. The Commonwealth reserves the right to request, at its sole discretion, that the selected Law Firm remove and replace counsel or staff as key personnel.

C. Ongoing Compliance with Qualifications; Removals. The Commonwealth may remove or suspend the Law Firm from the Bond Counsel Pool for reasons that include, but are not limited to:

i) Unprofessional performance;

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

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

iv) Failure to continue to meet the requirements of this RFQ;

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

vi) Undisclosed conflict of interest;

vii) Failure to meet SDB and VBE commitments for each Bond Issuance;

viii) Failure to provide a copy of any required subcontract with an SDB or VBE to BDISBO or the Agency within ten (10) business days of receiving such a request; or

ix) Failure to provide to SPSBA or PHEFA (as applicable), the Issuing Office, and BDISBO a copy of the Closing Statement within ten (10) business days of the bond closing date.

IV-3. Small Diverse Business and Veteran Business Enterprise Participation Requirements.

A. SDB Participation Documents. All documents completed and submitted by a Law Firm that is eligible for inclusion in the Bond Counsel Pool 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 Appointment Letter and are hereby expressly incorporated into the Appointment Letter by reference thereto.

B. VBE Participation Documents. All documents completed and submitted by a Law Firm that is eligible for inclusion in the Bond Counsel Pool 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 Appointment Letter and are hereby expressly incorporated into the Appointment Letter by reference thereto.

C. Required Terms. As a condition of continued inclusion in the Bond Counsel Pool, Law Firms who have made SDB and/or VBE commitments must agree to the following provisions to be maintained throughout the Law Firm’s inclusion in the Bond Counsel Pool and any subsequent options or renewals:

1. A Law Firm must meet the SDB and VBE participation commitments made as part of their Submittal for each individual bond issuance for which the selected Law Firm is utilized. For purposes of monitoring compliance with the selected Law Firm’s SDB and VBE participation commitments, the contract cost is the total bond counsel fee negotiated by the School and reported in the Closing Statement or Closing Receipt to include the prime law firm’s fee, the SDB fee and the VBE fee for each individual bond issuance.

3. The selected Law Firm cannot alter its overall SDB or VBE commitments without written approval from the Issuing Officer and BDISBO.

4. The overall percentages of SDB and VBE commitments must be maintained in the event a contract for an individual bond issuance is assigned to another prime Law Firm.

D. Subcontract requirements.

1. A Law Firm selected by a School for an individual bond issuance and each SDB and/or VBE utilized by that Law Firm for that particular bond issuance to meet the selected Law Firm’s SDB and VBE commitments must enter into a final, definitive subcontract agreement signed by the selected Law Firm and the SDB or VBE within 30 calendar days the work to be completed by the SDB or VBE commences. 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 H.

2. In addition to any requirements in the Law Firm’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 dollar value that each SDB or VBE will receive based on the bond counsel fee negotiated by the School negotiated by the School (which shall also be reported in the Closing Statement for each individual bond issuance); and

c. Commercially reasonable terms for the applicable business/industry that are no less favorable than the terms of the selected Law Firm’s contract with the School 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.

3. If the subcontract terms omit any of the information required in subparagraph 2 but that information is otherwise reflected within the selected Law Firm’s SDB Participation Submittal or VBE Participation Schedule, or associated documents (SDB Utilization Schedule or VBE Utilization Schedule), 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 Law Firm’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 Law Firm’s SDB Participation Submittal or VBE Participation Schedule and associated documents; and 3) the terms of the subcontract agreement.

4. If a Law Firm selected for a bond issuance and an SDB or VBE utilized for a bond issuance cannot agree upon a definitive subcontract within 30 calendar days that the work to be completed by the SDB or VBE commences, the selected Law Firm must provide written notification to the Issuing Agency and BDISBO.

5. The Law Firm selected for a bond issuance must provide a copy of any required subcontract with an SDB or VBE to BDISBO or the Agency within ten (10) business days of receiving such a request.

E. Reporting.

1. The Law Firm selected for a bond issuance must submit to BDISBO and the contracting officer of the Issuing Office a copy of the Closing Statement or Closing Receipt within ten (10) business days of bond closing date. Failure to submit the Closing Statement or Closing Receipt as set forth herein may result in the Law Firms’ removal from the Bond Counsel Pool.

F. Noncompliance with SDB and VBE commitments.

1. Upon BDISBO notifying the Issuing Office that a Law Firm selected for a bond issuance did not comply with the SDB or VBE commitments, the Issuing Office shall notify the Law Firm in writing of its findings and shall specify what corrective actions are required. The Law Firm is required to initiate the corrective actions within 10 business days and complete them within the time specified by the Issuing Office.

2. If the Issuing Office determines that material noncompliance with SDB or VBE provisions exists and that the Law Firm refuses or fails to take the corrective action required by the Issuing Office, the Issuing Office, in consultation with BDISBO, may remove the Law Firm from the Bond Counsel Pool and impose any and all sanctions and remedies available as it deems appropriate. Such sanctions or remedies include, but are not limited to revocation of the prime contractor’s SB, SDB, and/or VBE status and/or any actions under the Commonwealth’s Contractor Responsibility Program, up to and including suspension or debarment from future contracting opportunities with the Commonwealth.

[The remainder of this page is intentionally left blank.]