Bond Counsel Services

REQUEST FOR PROPOSALS

BOND COUNSEL

For

PENNSYLVANIA ENERGY DEVELOPMENT AUTHORITY, through the PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY

Issued by

THE GOVERNOR’S OFFICE OF GENERAL COUNSEL

COMMONWEALTH OF PENNSYLVANIA

RFP NUMBER:

OGC-2026-17

DATE OF ISSUANCE

April 30, 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-12, II-3, II-4, and IV-5 of the RFP and Appendices G, H and I.

REQUEST FOR PROPOSALS FOR

Bond Counsel

Pennsylvania Energy Development Authority, through

Pennsylvania Economic Development Financing Authority

TABLE OF CONTENTS

CALENDAR OF EVENTS 3 PART I - GENERAL INFORMATION 4

PART II - PROPOSAL REQUIREMENTS 10

PART III - CRITERIA FOR SELECTION 12

PART IV - WORK STATEMENT 15

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:

Activity	Responsibility	Date
Deadline to submit Questions via email to: Jordan Kiessling @ jkiessling@pa.gov	Interested Law Firms	5/11/2026 4:00 pm
Answers to Potential Offeror questions posted to the DGS PA eMarketplace website no later than this date.	Issuing Office	5/13/2026 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	5/27/2026 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 Energy Development Authority (“PEDA”) through the Pennsylvania Economic Development Financing Authority (“PEDFA”) to provide Bond Counsel Services in connection with an upcoming bond issuance.

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 PEDA. 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. The Issuing Office seeks proposals, on behalf of PEDA, to serve as bond counsel for the bond issuance as further outlined below.

Additional detail is provided in Part IV of this RFP.

I-5 Type of Contract. It is proposed that if PEDA 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-2026-17 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. 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.

Offerors should ensure that there is no costing information in the Technical Submittal. Offerors 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 have not 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 .

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 be through the duration of the bond issuance.

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.

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

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 four 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; AND/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 23% goal by agreeing to partner with EITHER a Small Diverse Business OR a Veteran Business Enterprise, OR a combination of both. Firm’s only need to submit EITHER the SDB Participation Submittal OR the VBE Participation Submittal. If choosing to partner with a combination of both an SDB and a VBE, you must submit both the SDB and VBE submittals**

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 PEDA, 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 the Offeror will provide under this Engagement. 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. Please also provide the names and experience of the personnel that the Offeror will assign to perform the work (including small diverse law firms (SDB), or veteran-owned law firms (VBE)), the role that each person assigned to the engagement will perform, and a list of the bond transactions that the firm(s) and the proposed personnel have undertaken in the last five years. 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. 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-12.

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-12.

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. The information requested in this Part II, Section 5 shall constitute the Cost Submittal. The Cost Submittal – Appendix B, shall be submitted as a separate attachment, separated from the Technical, SDB Participation and VBE Participation Submittals. Offers must be submitted as a single flat-rate price proposal for all work to be performed by all attorneys on this engagement (including co-counsel, SDB firm(s), and veteran firm(s)). Offerors shall not submit: alternate pricing proposals; hourly rates; discounts; schedules of expenses; or, breakouts or breakdowns between participating firms. Only one single, all-inclusive, pay-one-price quote will be considered responsive to this RFP. The Commonwealth will reject a proposal which is submitted with anything other than a single flat-rate price proposal.

Offerors shall not include any assumptions in their Cost Submittals. If the Offeror includes assumptions in its Cost Submittal, the Issuing Office will reject the proposal.

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

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. Each proposal will be scored on 200-point scale. The technical portion has a maximum of 150 points (75%). The cost proposal has a maximum of 50 points (25%).

A. Technical: Each technical proposal will be scored based on an assessment of the legal team’s strength and experience (93% to 100% = Excellent; 88% to 92% = Good; 81% to 87% = Moderate; 75% to 80% = Marginal; 0% to 74% = Unacceptable). The legal team is comprised of all attorneys proposed to work on the engagement (the lead firm’s attorneys plus the SDB’s/VBE’s attorneys. Evaluation will be based on the legal team’s qualifications, experience, staffing, and competency, and its ability to perform the bond counsel services for the Bond Issue as the term is defined in Part IV.

B. Cost: The Issuing Office will rank the cost proposals from the lowest flat-rate price to the highest flat-rate price. The lowest price will receive 50 points. Each next-best price will receive only a declining share of the 50 points. The Commonwealth reserves the right to negotiate a best and final offer with one or more of the offerors.

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 PEDA. 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 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).

On February 10, 2026, PEDA’s board of directors passed a motion authorizing and directing staff to work with the Pennsylvania Economic Development Financing Authority (“PEDFA”) to facilitate the issuance of a bond in an amount not to exceed a face value of $50 million to fund PEDA’s Solar for Schools Loan Program. PEDA will repay the bond from a revolving loan fund established by the loan and interest payments from school district borrowers.

PEDA has the legal authority under its governing statute, Act 280 of 1982, as amended, “[t]o borrow money for the operation and work of the authority…by the issuance of bonds” (71 P.S. § 720.6(16)), “by resolution of the authority and subject to the written approval of the Governor,” with “[t]he aggregate principal amount of bonds and notes of the authority…not [to] exceed $300,000,000 outstanding at any one time” (71 P.S. § 720.7(a)).  PEDA must issue its bonds through PEDFA pursuant to Executive Order 2004-5, § 1 (Apr. 8, 2004).

The specific terms of a bond resolution are set forth in PEDA’s governing statute at 71 P.S. § 720.7, but not all of those details are known yet, so the February motion merely started the process. PEDA staff will return to the board for consideration of a formal resolution authorizing the bond issuance consistent with the statute at the appropriate time.

PEDA seeks bond counsel to advise and support through all stages of this issuance.

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 PEDA as set forth in Part IV-1, above.

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

IV-4. Reports and Project Control.

The selected Offeror shall prepare and submit at the request of PEDA, 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.

4. If the selected offeror and an SDB listed on the SDB Utilization Schedule or VBE listed on the VBE Utilization Schedule cannot agree upon a definitive subcontract within 30 calendar days of the final execution date of the Commonwealth contract or as specified in the solicitation, the selected offeror must provide written notification to the issuing Agency and BDISBO.

5. The prime contractor 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. Utilization Reports.

1. The prime contractor must submit a Monthly Utilization Report to BDISBO and the contracting officer of the Issuing Office in the format required by BDISBO and within ten (10) business days at the end of each month of the contract term and any subsequent options or renewals. The Monthly Utilization Report must list payments made to each SDB or VBE subcontractor and any unpaid invoices over 30 calendar days old received from an SDB or VBE subcontractor, and the reason payment has not been made. This information will be used to track and confirm the actual dollar amount paid to SDB or VBE subcontractors and suppliers and will serve as a record of fulfillment of the contractual commitment(s). If there was no activity, the form must be completed by stating “No activity”. A late fee of $100.00 per day may be assessed against the prime contractor if the Utilization Report is not submitted in accordance with the schedule above.

...