Solicitation RFQ -00528 Disclosure Counsel Pool ...€¦ · Counsel Pool (RFQ-00527), which will be recommended for award prior to the selection of Disclosure Counsel. Any Proposer

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Solicitation RFQ-00528

Disclosure Counsel Pool

Solicitation Designation: Public

Miami-Dade County

Solicitation RFQ-00528Miami-Dade County

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Solicitation Number RFQ-00528

Solicitation Title Disclosure Counsel Pool

Solicitation Start Date Feb 27, 2017 7:00:15 PM EST

Solicitation End Date Mar 29, 2017 6:00:00 PM EDT

Question & Answer End

Date Mar 14, 2017 12:00:00 PM EDT

Solicitation Contact Michelle Rapaport

Procurement Contracting Manager

ISD - Procurement Management Services

305 -375 -4029

[email protected]

Solicitation Contact Marta Fernandez

Procurement Contracting Officer 2

ISD, Procurment Management Services

305 -375 -4946

[email protected]

Contract Duration 7 years

Contract Renewal Not Applicable

Prices Good for Not Applicable

Pre-Solicitation Conference Mar 9, 2017 2:00:00 PM EST

Attendance is optional

Location: 111 NW 1st Street, 10th Floor, CITT Conference Room, Miami, Florida 33128

Conference Line Access Phone Number 1 -800 -501 -8979 and 7 -Digit Access Code

8941712

Solicitation Comments Miami-Dade County (County), as represented by the Miami-Dade County Finance Department, is soliciting proposals for qualified law firms (Senior Counsel) and its associate law firm(s) (Associate Counsel), collectively known as the Proposer, interested in serving in the following bond related Pool:

Disclosure Counsel Pool – selected Proposers shall be assigned disclosure counsel services for the issuance of public bond or debt transactions related to the County. Responsibilities will include, but

not be limited to the preparation of preliminary and final official statements, negotiation with underwriters, serving as Securities and Exchange Commission compliance counsel on one-year intervals, and servicing as special bond counsel from time-to-time on public finance matters involving the County.

Added on Mar 7, 2017:See Addendum No. 1Added on Mar 15, 2017:See Addendum No. 2Added on Mar 16, 2017:See Addendum No. 3

Addendum # 1

New Documents RFQ-00528 Addendum 1.pdf

Previous Contract Renewal Not Applicable New Contract Renewal Not Applicable

Addendum # 2

New Documents RFQ-00528 Addendum No. 2.pdf


Addendum # 3


Previous End Date Mar 22, 2017 6:00:00 PM EDT

New End Date Mar 29, 2017 6:00:00 PM

EDT


Item Response Form

Item RFQ-00528 --01-01 - Disclosure Counsel Pool

Quantity 1 each

Prices are not requested for this item.

Delivery Location Miami -Dade County

No Location Specified

Qty 1

DescriptionSee Request for Qualification document.


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Solicitation Number RFQ-00528

Solicitation Title Disclosure Counsel Pool

Solicitation Start Date Feb 27, 2017 7:00:15 PM EST

Solicitation End Date Mar 29, 2017 6:00:00 PM EDT

Question & Answer End

Date Mar 14, 2017 12:00:00 PM EDT

Solicitation Contact Michelle Rapaport

Procurement Contracting Manager

ISD - Procurement Management Services

305 -375 -4029

[email protected]

Solicitation Contact Marta Fernandez

Procurement Contracting Officer 2

ISD, Procurment Management Services

305 -375 -4946

[email protected]

Contract Duration 7 years

Contract Renewal Not Applicable

Prices Good for Not Applicable

Pre-Solicitation Conference Mar 9, 2017 2:00:00 PM EST

Attendance is optional

Location: 111 NW 1st Street, 10th Floor, CITT Conference Room, Miami, Florida 33128

Conference Line Access Phone Number 1 -800 -501 -8979 and 7 -Digit Access Code

8941712

Solicitation Comments Miami-Dade County (County), as represented by the Miami-Dade County Finance Department, is soliciting proposals for qualified law firms (Senior Counsel) and its associate law firm(s) (Associate Counsel), collectively known as the Proposer, interested in serving in the following bond related Pool:

Disclosure Counsel Pool – selected Proposers shall be assigned disclosure counsel services for the issuance of public bond or debt transactions related to the County. Responsibilities will include, but

not be limited to the preparation of preliminary and final official statements, negotiation with underwriters, serving as Securities and Exchange Commission compliance counsel on one-year intervals, and servicing as special bond counsel from time-to-time on public finance matters involving the County.

Added on Mar 7, 2017:See Addendum No. 1Added on Mar 15, 2017:See Addendum No. 2Added on Mar 16, 2017:See Addendum No. 3

Addendum # 1



Addendum # 2

New Documents RFQ-00528 Addendum No. 2.pdf


Addendum # 3


Previous End Date Mar 22, 2017 6:00:00 PM EDT

New End Date Mar 29, 2017 6:00:00 PM

EDT


Item Response Form

Item RFQ-00528 --01-01 - Disclosure Counsel Pool

Quantity 1 each

Prices are not requested for this item.

Delivery Location Miami -Dade County

No Location Specified

Qty 1

DescriptionSee Request for Qualification document.


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REQUEST FOR PROPOSALS (RFP) NO. 00528 FOR

DISCLOSURE COUNSEL POOL

PRE-PROPOSAL CONFERENCE TO BE HELD:

March 9, 2017 at 2:00 PM (local time) 111 NW 1st Street, 10th Floor, CITT Conf. Rm., Miami, Florida Teleconference Line 1-800-501-8979; Access Code 8941712

ISSUED BY MIAMI-DADE COUNTY:

Internal Services Department, Procurement Management Services Division for

Finance Department

COUNTY CONTACT FOR THIS SOLICITATION:

Michelle Loren Rapaport, Procurement Contracting Manager 111 NW 1st Street, Suite 1300, Miami, Florida 33128

Telephone: (305) 375-4029 E-mail: [email protected]

PROPOSAL RESPONSES DUE:

March 22, 2017 at 6:00PM (local time)

IT IS THE POLICY OF MIAMI-DADE COUNTY THAT ALL ELECTED AND APPOINTED COUNTY OFFICIALS AND COUNTY EMPLOYEES SHALL ADHERE TO THE PUBLIC SERVICE HONOR CODE (HONOR CODE). THE HONOR CODE CONSISTS OF MINIMUM STANDARDS REGARDING THE RESPONSIBILITIES OF ALL PUBLIC SERVANTS

IN THE COUNTY. VIOLATION OF ANY OF THE MANDATORY STANDARDS MAY RESULT IN ENFORCEMENT ACTION. (SEE IMPLEMENTING ORDER 7-7)

Electronic proposal responses to this RFP are to be submitted through a secure mailbox at BidSync until the date and time as indicated in this document. It is the sole responsibility of the Proposer to ensure its proposal reaches BidSync before the Solicitation closing date and time. There is no cost to the Proposer to submit a proposal in response to a Miami-Dade County solicitation via BidSync. Electronic proposal submissions may require the uploading of electronic attachments. The submission of attachments containing embedded documents or proprietary file extensions is prohibited. All documents should be attached as separate files. All proposals received and time stamped through the County’s third party partner, BidSync, prior to the proposal submittal deadline shall be accepted as timely submitted. The circumstances surrounding all proposals received and time stamped after the proposal submittal deadline will be evaluated by the procuring department in consultation with the County Attorney’s Office to determine whether the proposal will be accepted as timely. Proposals will be opened promptly at the time and date specified. The responsibility for submitting a proposal on or before the stated time and date is solely and strictly the responsibility of the Proposer. The County will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. All expenses involved with the preparation and submission of proposals to the County, or any work performed in connection therewith, shall be borne by the Proposer(s). A Proposer may submit a modified proposal to replace all or any portion of a previously submitted proposal up until the proposal due date. The County will only consider the latest version of the proposal. For competitive bidding opportunities available, please visit the County’s Internal Services Department website at: http://www.miamidade.gov/procurement/. Requests for additional information or inquiries must be made in writing and submitted using the question/answer feature provided by BidSync at www.bidsync.com. The County will issue responses to inquiries and any changes to this Solicitation it deems necessary in written addenda issued prior to the proposal due date (see addendum section of BidSync Site). Proposers who obtain copies of this Solicitation from sources other than through BidSync risk the possibility of not receiving addenda and are solely responsible for those risks.


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http://www.miamidade.gov/procurement/

http://www.bidsync.com/

Miami-Dade County, FL RFP No. 00528

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1.0 PROJECT OVERVIEW AND GENERAL TERMS AND CONDITIONS

1.1 Introduction Miami-Dade County (County), as represented by the Miami-Dade County Finance Department, is soliciting proposals from Joint Ventures (Proposers) consisting of nationally recognized bond counsel law firms (Senior Counsel) and its associate law firm(s) (Associate Counsel) interested in serving in the Disclosure Counsel Pool as disclosure counsel to the County.

The Pool will consist of up to three (3) selected Proposers. Proposers selected to serve in this pool are not eligible to serve in the County Bond Counsel Pool or Authority Bond Counsel Pool. The Pool term will be for a period of seven (7) years.

Appointment to a Pool does not constitute a contract between the County and a selected Proposer, but rather, it merely creates an opportunity for that selected Proposer to be considered by the County to serve as counsel as needed. Thus, there is no guarantee that a selected Proposer will receive an assignment. The County, however, will assign work to the members in the Pool in its sole discretion with a view toward an equal division of work based on compensation earned and quantity of work. Whenever a selected Proposer is assigned to a particular bond transaction, it shall confirm such assignment in writing and deliver to the County prior to commencing its representation.

The County has issued a separate Request for Qualifications (RFQ) for County Bond Counsel Pool (RFQ-00460) and Authority Bond Counsel Pool (RFQ-00527), which will be recommended for award prior to the selection of Disclosure Counsel. Any Proposer recommended for the County Bond Counsel Pool or Authority Bond Counsel Pool will not be recommended for the Disclosure Counsel Pool. The anticipated schedule for this Solicitation is as follows: Solicitation Issued: February 27, 2017 Pre-Proposal Conference: See front cover for date, time, and place. Attendance is recommended but not mandatory.

If you need a sign language interpreter or materials in accessible format for this event, please call the ADA Coordinator at (305) 375-2013 or email [email protected] at least five (5) days in advance.

Deadline for Receipt of Questions: March 14, 2017 Proposal Due Date: See front cover for date and time. Evaluation Process: April 2017 Projected Award Date: July 2017 1.2 Definitions The following words and expressions used in this Solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended: 1. The words “Associate Counsel” to mean a firm with a Miami-Dade County office that has been in existence for at least two years

and has gross revenues not exceeding $5 million annually for the two years prior to the submission date of this RFQ. In addition, the Associate Counsel will have at least one (1) attorney on staff who will be assigned to work with Senior Counsel and who is an active member of the Florida Bar in good standing as set forth in Section 2.2.2.

2. The word “Authorities” means the Miami-Dade County Educational Facilities Authority, Miami-Dade County Health Facilities Authority, Housing Finance Authority of Miami-Dade County, and the Miami-Dade Industrial Development Authority.

3. The words “Bond Counsel Assignment Committee” to mean a five (5) member Committee comprised of representatives of the Finance Department, County Attorney’s office and Deputy Mayor’s Office.

4. The words “Certified as Tax Counsel for Municipal Tax-Exempt Issuances” to mean an attorney with at least three years of experience as tax counsel on public finance matters, including Sections 103 and 141-150 of the Internal Revenue Code of 1986, as amended and related Treasury Regulations.

5. The word “Contractor” to mean the Proposer that receives any award of a contract from the County as a result of this Solicitation, also to be known as “the prime Contractor”.

6. The word “County” to mean Miami-Dade County, a political subdivision of the State of Florida. 7. The words “Development Plan” to mean a brief and concise summary, no more than two (2) pages, explaining how the Senior

Counsel plans to assist the Associate Counsel in its efforts to expand its experience in public finance as detailed further in Section 2.2.3.D.


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mailto:[email protected]


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8. The words “Disclosure Counsel” to mean the selected Proposer to be assigned exclusively to serve the County with regard to disclosure counsel services for the issuance of public bond or debt transactions, and to prepare the official statement and/or continuing disclosure agreements as further outlined in Section 2.3.1.

9. The words “Joint Venture” shall mean an association of two or more law firms under a contractual agreement to conduct a specific business enterprise for a specified period.

10. The word “Pool” to mean the selected proposers approved for inclusion into the Disclosure Counsel Pool. 11. The word “Proposal” to mean the properly signed and completed written submission in response to this solicitation by a Proposer for

the Services, and as amended or modified through negotiations. 12. The word “Proposer” to mean the person, firm, entity, joint venture, or organization, as stated on the Solicitation Submittal Form,

submitting a response to this Solicitation that meets the Requirement and Qualifications outlined in Section 2.2.3. A Proposer will be considered a local Proposer if the joint venture is comprised of a Senior Counsel with an office in Miami-Dade County or a county that provides reciprocity pursuant to Section 2-8.5(6) of the Miami-Dade Code and an Associate Counsel with an office in Miami-Dade County or a county that provides reciprocity pursuant to Section 2-8.5(6) of the Miami-Dade Code.

13. The words “Senior Counsel” to mean a nationally recognized bond counsel firm by virtue of its firm being listed in the category “Municipal Bond Attorneys” of The Bond Buyer’s Municipal Marketplace (Red Book) with an office in the State of Florida as set forth in Section 2.2.1.

14. The words “Scope of Services” to mean Section 2.0 of this Solicitation, which details the work to be performed by the Contractor. 15. The word “Solicitation” to mean this Request for Qualifications (RFQ) document, and all associated addenda and attachments. 16. The word “Special Engagement” to mean a project identified by the County or Authority to be outside of transactional diclosure

counsel services that are listed in Section 2.3.1 17. The word “Subcontractor” to mean any person, firm, entity or organization, other than the employees of the Contractor, who contracts

with the Contractor to furnish labor, or labor and materials, in connection with the Services to the County, whether directly or indirectly, on behalf of the Contractor.

18. The words “Work”, “Services”, “Program”, or “Project” to mean all matters and things that will be required to be done by the Contractor in accordance with the Scope of Services and the terms and conditions of this Solicitation.

1.3 General Proposal Information The County may, at its sole and absolute discretion, reject any and all or parts of any or all responses; accept parts of any and all responses; further negotiate project scope and fees; postpone or cancel at any time this Solicitation process; or waive any irregularities in this Solicitation or in the responses received as a result of this process. In the event that a Proposer wishes to take an exception to any of the terms of this Solicitation, the Proposer shall clearly indicate the exception in its proposal. No exception shall be taken where the Solicitation specifically states that exceptions may not be taken. Further, no exception shall be allowed that, in the County’s sole discretion, constitutes a material deviation from the requirements of the Solicitation. Proposals taking such exceptions may, in the County’s sole discretion, be deemed non-responsive. The County reserves the right to request and evaluate additional information from any respondent regarding respondent’s responsibility after the submission deadline as the County deems necessary. The submittal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a contract with the County in substantially similar terms to the proposal offered and, if successful in the process set forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein. Proposals shall be irrevocable until contract award unless the proposal is withdrawn. A proposal may be withdrawn in writing only, addressed to the County contact person for this Solicitation, prior to the proposal due date or upon the expiration of 180 calendar days after the opening of proposals. As further detailed in the Proposal Submittal Form, Proposers are hereby notified that all information submitted as part of, or in support of proposals will be available for public inspection after opening of proposals, in compliance with Chapter 119, Florida Statutes, popularly known as the "Public Record Law.” Any Proposer who, at the time of proposal submission, is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proposer under federal bankruptcy law or any state insolvency law, may be found non-responsible. To request a copy of any ordinance, resolution and/or administrative order cited in this Solicitation, the Proposer must contact the Clerk of the Board at (305) 375-5126. 1.4 Aspirational Policy Regarding Diversity Pursuant to Resolution No. R-1106-15 Miami-Dade County vendors are encouraged to utilize a diverse workforce that is reflective of the racial, gender and ethnic diversity of Miami-Dade County and employ locally-based small firms and employees from the communities


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where work is being performed in their performance of work for the County. This policy shall not be a condition of contracting with the County, nor will it be a factor in the evaluation of solicitations unless permitted by law.

1.5 Cone of Silence Pursuant to Section 2-11.1(t) of the Miami-Dade County Code, as amended, a “Cone of Silence” is imposed upon each RFP or RFQ after advertisement and terminates at the time a written recommendation is issued. The Cone of Silence prohibits any communication regarding RFPs or RFQs between, among others:

potential Proposers, service providers, lobbyists or consultants and the County’s professional staff including, but not limited to, the County Mayor and the County Mayor’s staff, County Commissioners or their respective staffs;

the County Commissioners or their respective staffs and the County’s professional staff including, but not limited to, the County Mayor and the County Mayor’s staff; or

potential Proposers, service providers, lobbyists or consultants, any member of the County’s professional staff, the Mayor, County Commissioners or their respective staffs and any member of the respective Competitive Selection Committee.

The provisions do not apply to, among other communications:

oral communications with the staff of the Vendor Services Section, the responsible Procurement Contracting Officer, provided the communication is limited strictly to matters of process or procedure already contained in the solicitation document;

oral communications at pre-proposal conferences and oral presentations before Competitive Selection Committees during any duly noticed public meeting, public presentations made to the Board of County Commissioners during any duly noticed public meeting;

recorded contract negotiations and contract negotiation strategy sessions; or communications in writing at any time with any county employees, official or member of the Board of County Commissioners

unless specifically prohibited by the applicable RFP or RFQ documents. When the Cone of Silence is in effect, all potential vendors, service providers, bidders, lobbyists and consultants shall file a copy of any written correspondence concerning the particular RFP or RFQ with the Clerk of the Board, which shall be made available to any person upon request. The County shall respond in writing (if County deems a response necessary) and file a copy with the Clerk of the Board, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Clerk of the Board at [email protected]. All requirements of the Cone of Silence policies are applicable to this Solicitation and must be adhered to. Any and all written communications regarding the Solicitation are to be submitted only to the Procurement Contracting Officer with a copy to the Clerk of the Board. The Proposer shall file a copy of any written communication with the Clerk of the Board. The Clerk of the Board shall make copies available to any person upon request. 1.6 Communication with Competitive Selection Committee Members Proposers are hereby notified that direct communication, written or otherwise, to Competitive Selection Committee members or the Competitive Selection Committee as a whole are expressly prohibited. Any oral communications with Competitive Selection Committee members other than as provided in Section 2-11.1 of the Miami-Dade County Code are prohibited.

1.7 Public Entity Crimes Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal for a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 1.8 Lobbyist Contingency Fees a) In accordance with Section 2-11.1(s) of the Code of Miami-Dade County, after May, 16, 2003, no person may, in whole or in part,

pay, give or agree to pay or give a contingency fee to another person. No person may, in whole or in part, receive or agree to receive a contingency fee.


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b) A contingency fee is a fee, bonus, commission or non-monetary benefit as compensation which is dependent on or in any way

contingent upon the passage, defeat, or modification of: 1) any ordinance, resolution, action or decision of the County Commission; 2) any action, decision or recommendation of the County Mayor or any County board or committee; or 3) any action, decision or recommendation of any County personnel during the time period of the entire decision-making process regarding such action, decision or recommendation which foreseeably will be heard or reviewed by the County Commission or a County board or committee.

1.9 Collusion In accordance with Section 2-8.1.1 of the Code of Miami-Dade County, where two (2) or more related parties, as defined herein, each submit a proposal for any contract, such proposals shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control and management of such related parties in preparation and submittal of such proposals. Related parties shall mean Proposer or the principals thereof which have a direct or indirect ownership interest in another Proposer for the same contract or in which a parent company or the principals thereof of one Proposer have a direct or indirect ownership interest in another Proposer for the same contract. Proposals found to be collusive shall be rejected. Proposers who have been found to have engaged in collusion may be considered non-responsible, and may be suspended or debarred, and any contract resulting from collusive bidding may be terminated for default.

2.0 SCOPE OF SERVICES

2.1 Background Miami-Dade County (County), as represented by the Miami-Dade County Finance Department, is soliciting proposals for qualified law firms (Senior Counsel) and its associate law firm(s) (Associate Counsel), collectively known as the Proposer, interested in serving in the following bond related Pool:

Disclosure Counsel Pool – selected Proposers shall be assigned disclosure counsel services for the issuance of public bond or debt transactions related to the County. Responsibilities will include, but not be limited to the preparation of preliminary and final official statements, negotiation with underwriters, serving as Securities and Exchange Commission compliance counsel on one-year intervals, and servicing as special bond counsel from time-to-time on public finance matters involving the County.

2.2 Requirements and Qualifications The below requirements and qualifications are requirements and qualifications for the Disclosure Counsel Pool.

2.2.1 Minimum Requirements and Qualifications for Senior Counsel A. The Senior Counsel for each Proposer shall have its law firm listed within the category “Municipal Bond Attorneys” of

The Bond Buyer’s Municipal Marketplace (Red Book) for 2014, 2015 and Fall 2016. The County reserves the right to request additional documentation if necessary to determine the Proposer’s compliance with this qualification requirement.

NOTE: It is clearly understood and confirmed with The Bond Buyer's Municipal Marketplace’s (Red Book) Editorial Department, that only firms are eligible for inclusion in the Red Book under this caption and not individual attorneys. If a Red Book firm lists some of their attorneys under the firm's name caption, it is clearly an option of the firm at time of application for consideration and subsequent inclusion in the Red Book, and does not constitute that said member has been individually included as a Red Book attorney. Therefore, the fact that an individual has been listed in the Red Book does not in and of itself qualify a firm which employs that individual as having Red Book status. Note: The above qualification is a continuing condition of award, as the selected Proposer(s) must maintain this qualification throughout the duration of the contract and any extension period.

B. An office in the State of Florida as of the Submission Due Date and throughout the duration of the Pool; C. On staff at least one (1) attorney who is an active member of the Florida Bar and in good standing as of the Submission

Due Date and through the duration of the Pool; and D. Professional Liability insurance as applicable for the type of work described in this RFQ prior to the Submission Due

Date and throughout the duration of the Pool.


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2.2.2 Minimum Requirements and Qualifications for Associate Counsel A. An office, where Services related to this RFQ shall be performed, in Miami-Dade County as of the Submission Due

Date and throughout the duration of the Pool; B. On staff at least one (1) attorney who is an active member of the Florida Bar and in good standing as of the Submission

Due Date and throughout the duration of the Pool ; C. Has been in existence for at least two (2) years and does not have gross revenues that exceeded $5 million annually

for the two years prior to the Submission Due Date of this RFQ; and D. Professional Liability insurance as applicable for the type of work described in this RFQ prior to the Submission Due

Date and throughout the duration of the Pool.

2.2.3. Senior Counsel/Associate Counsel Relationship and Joint Venture Requirements The Proposer shall be a Joint Venture which meets the following:

A. The Joint Ventures shall be comprised of a firm qualified as a nationally recognized bond counsel firm by virtue of its firm being listed in the category “Municipal Bond Attorneys” of The Bond Buyer’s Municipal Marketplace (Red Book) for the two (2) consecutive years immediately preceding the Submission Due Date of this RFQ (Senior Counsel) and one (1) or two (2) small law firms (Associate Counsel). Note: Associate Counsel may be a member of only one (1) Proposer with respect to all three (3) Pools.

B. Each Senior Counsel must designate one (1) or two (2) law firm(s) that meets the requirements set forth in Section 2.2.2 as its Associate Counsel, which will serve as co-disclosure counsel with the Senior Counsel, if selected. The County expects the Associate Counsel to share in the performance of the work as a co-disclosure counsel and not as a subcontractor. It is the responsibility of the Senior Counsel to make certain that the Associate Counsel identified in its submission as its Associate Counsel is not listed by any other Proposer.

C. The Senior Counsel/Associate Counsel relationship must be contractually arranged prior to the Submission Due Date of this RFQ. Such contractual arrangements shall incorporate all representations made in the submission, particularly those discussed in the Development Plan as described below. This agreement shall be included as part of the Proposer Information.

D. The Senior Counsel shall establish the Development Plan, which is a brief and concise summary, no more than two (2) pages, explaining how the Senior Counsel plans to assist the Associate Counsel in its efforts to expand its experience in public finance. Assuming a seven-year duration period for each Pool, the plan will describe in detail how the legal or operational capabilities of the Associate Counsel with respect to municipal finance will be enhanced through the Senior Counsel/Associate Counsel agreement. This narrative will include a description of the current expertise of the Associate Counsel, the division of work and fees contemplated under the Senior Counsel/Associate Counsel agreement, formal training, if any, and the projected progress of the development of the Associate Counsel shown against a timeline.

2.3 County Disclosure Counsel Pool

2.3.1. Services to be Provided As Disclosure Counsel to the County, the scope of services may include, but not be limited to, the following:

A. Preparing the preliminary and final official statements; B. Providing a ''10b-5” negative assurance opinion with respect to the official statements; C. Reviewing, as necessary, applicable laws and pertinent documents; D. Review rating agency presentations and investor presentations for consistency with Official Statement and for

compliance reasons; E. Review due diligence questions and advise the County on responses to due diligence questions from underwriters F. Participating, as requested, in due diligence, working group meetings and discussions with various parties; G. Consult with County officials and staff regarding matters relating to continuing disclosure requirements, specifically

by Securities and Exchange Commission Rule 15c2-12 (the “Rule”). Disclosure Counsel Responsibilities with respect to continuing disclosure shall include the following:

i. Assist with the determination of whether an action, activity or event constitutes a “material event”, as defined in the Rule, and preparing the appropriate disclosure of such material event;

ii. Assist with the review of the compilation by the County of the “annual financial information” needed to comply with the Rule and any current continuing disclosure statement;


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iii. Review the County’s audited financial statements for purposes of confirming compliance with the Rule and any current continuing disclosure agreements;

iv. Assist the County in the preparing of a disclosure, if any, of any material failure by the County to comply with the Rule;

v. Keep the County informed of rulings issued by Federal and State regulatory agencies, such as the U.S. Securities and Exchange Commission and Municipal Securities Rulemaking Board, that impact the County’s disclosure practices, and be proactive in ensuring the County is in compliance with all disclosure requirements;

vi. Review post-issuance best practices relating to tax compliance and provide guidance with respect to Internal Revenue Services (IRS) general inquiries.

Letters of engagement may be issued by selected Proposer when a special disclosure counsel matter is assigned by the County (“Special Engagement”). Such letters shall include a description of the work to be performed and an estimate of the fees based on the hourly rates set forth in Attachment B of this RFQ. Each letter shall be reviewed and approved by the Finance Director (or designee) at his/her sole discretion. No letter of engagement shall be required with respect to disclosure counsel services described in this Section 2.3.1. (and its applicable subsections). The Solicitation terms of this RFQ, Attachment B, and Attachment C shall govern to the provision of such disclosure counsel service. When the County engages a Proposer in a Special Engagement, the letter of engagement takes precedence over this RFQ and the RFQ takes precedence over the Proposer’s Submission if a conflict arises.

2.3.2 County Disclosure Counsel Fees

A. Fees for acting as disclosure counsel on transactional County bond work, as applicable in Section 2.3 above, will be 70% of the bond counsel fees in the fee schedule in Attachment B, which outlines the fees for transactional services, lease financings, and Special Engagements, as applicable. Bond transactions fees are due only when the transaction closes (i.e., no closing, no payment), and after receipt of an invoice in a form acceptable to the County.

B. Before the commencement of any Special Engagement or SEC compliance counsel work described in Section 2.3 (and its applicable subsections) above, the selected Proposer shall provide the County with an engagement letter which sets forth the approximate fees and expenses for the matter based on the hourly rates set forth in Attachment B, with the provision that annual fees for such representation shall be capped at $25,000. Payment for Special Engagement matters shall be paid by the County after the receipt of an invoice in a form acceptable to the County.

C. Actual and verified out-of-pocket expenses including travel related expenses for both the Senior Counsel and its Associate Counsel, not exceeding, in the aggregate, $10,000 for each transaction shall be paid only upon closing, and after receipt of an invoice in a form acceptable to the County.

D. Travel related expenses will be reimbursed adhering to the County’s Travel Policy and Procedures manual as set forth in Attachment C.

2.3.3 Other Provisions

A. All attorneys who will work on County matters, directly or indirectly, must be employed on a full time basis by the Senior Counsel or the Associate Counsel for at least one year prior to working on this project.

B. Once selected to serve in the County Disclosure Counsel Pool, the Senior Counsel and the Associate Counsel, individually or together, shall not serve as counsel to any underwriter on a County transaction without a waiver.

C. Once selected to serve in the County Disclosure Counsel Pool, the Senior Counsel and the Associate Counsel, individually or together, are not precluded from representing third parties, in County bond transactions or in other matters involving the County, so long as they comply with the County’s policy regarding conflict of interest waivers.

D. The current policy on conflict of interest waivers permits disclosure counsel to represent third parties in legal matters involving the County other than litigation so long as such representation does not challenge the authority of the Board, a Board policy or the constitutionality or legality of a County Code provision. A request for a conflict of interest waiver shall be presented to the County Attorney in writing. Such a request is routinely granted for matters that meet the criteria in the previous sentence. With respect to litigation adverse to the County, Senior Counsel and/or Associate Counsel may present a written request for a conflict of interest waiver to the County Attorney to submit to the County Commission for consideration on a case by case basis. If a conflict of interest waiver is not granted, Senior Counsel and/or Associate Counsel shall not undertake the representation of a third party in any matter involving the County.


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2.4 Pool Structure The County has separated its Bond Counsel Services into three (3) Pools for this Solicitation. They are referred to as:

County Bond Counsel Pool;

Authority Bond Counsel Pool; and

Disclosure Counsel Pool. A separate solicitation for Authority (RFQ-00527) and County Bond Counsel (RFQ-00460) Pools will be conducted and recommended to the Board of County Commissioners.

2.4.1 Pool Size The size of the three (3) Pools shall consist of up to three (3) selected Proposers. Proposers selected to serve in a Pool shall be assigned exclusively to that Pool. Any Proposer recommended for the County Bond Counsel Pool or Authority Bond Counsel Pool will not be recommended for the Disclosure Counsel Pool. 2.4.2. Term of Pool The Pool shall be established for a period of (7) years commencing on the effective date of the Miami-Dade County Board of County Commissioners’ (BCC) Resolution establishing the Pool. 2.4.3 Assignment of Work Proposers selected for any Pool shall be initially rotated onto bond transactions based on the overall ranking (as set forth in Section 4.7) of the selected Proposers’ submissions (highest ranked Proposer will receive first bond assignment, followed by second then third highest ranked). Once all three (3) selected Proposers receive their first assignment, the Bond Counsel Assignment Committee thereafter will assign work to selected Proposers with a view toward an equal division of work based on compensation earned and quantity of work over the term of the Pool. The same process above applies for the appointment of the SEC compliance counsel for the one-year intervals. 2.4.3 Removal from Pool If either the Senior Counsel or Associate Counsel terminates the agreement establishing their relationship, or their municipal finance capability is materially altered for any reason whatsoever, or if during the term of the Pool, either the Senior Counsel or Associate Counsel fails to comply with Sections 2.0, Scope of Services, the selected Proposer shall be removed from the Pool. However, if termination of the agreement is due to circumstances beyond the control of the surviving counsel, at the County’s sole discretion and upon approval of the Board, the surviving counsel may be permitted to make a counsel substitution so long as documentation evidencing that applicable requirements set forth in this Solicitation have been met.

3.0 RESPONSE REQUIREMENTS

3.1 Submittal Requirements In response to this Solicitation, Proposer should complete and return the entire Proposal Submission Package. Proposers should carefully follow the format and instructions outlined therein. All documents and information must be fully completed and signed as required and submitted in the manner described. The proposal shall be written in sufficient detail to permit the County to conduct a meaningful evaluation of the proposed services. However, overly elaborate responses are not requested or desired.

4.0 EVALUATION PROCESS

4.1 Review of Proposals for Responsiveness Each proposal will be reviewed to determine if the proposal is responsive to the submission requirements outlined in this Solicitation. A responsive proposal is one which follows the requirements of this Solicitation, includes all documentation, is submitted in the format outlined in this Solicitation, is of timely submission, and has the appropriate signatures as required on each document. Failure to comply with these requirements may result in the proposal being deemed non-responsive.


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4.2 Evaluation Criteria Proposals will be evaluated by a Competitive Selection Committee which will evaluate and rank proposals on the technical criteria listed below. The Competitive Selection Committee will be comprised of appropriate County personnel and members of the community, as deemed necessary, with the appropriate experience and/or knowledge, striving to ensure that the Competitive Selection Committee is balanced with regard to both ethnicity and gender. The criteria are itemized with their respective weights for a maximum total of one hundred (100) points per Competitive Selection Committee member.

Technical Criteria Points

1. Senior Counsel firm’s qualifications, experience and past firm 25 performance related to providing the type of services requested in this Solicitation.

2. Associate Counsel firm’s qualifications, experience and past firm 15 performance related to providing the type of services requested in this Solicitation.

3. Relevant experience and qualifications of Senior Counsel firm’s 25 key personnel that will be assigned to this project.

4. Relevant experience and qualifications of Associate Counsel firm’s 10

key personnel that will be assigned to this project.

5. Proposer’s approach to providing the services 25 requested in this Solicitation

Total 100

4.3 Oral Presentations Upon evaluation of the technical criteria indicated above, rating and ranking, the Competitive Selection Committee may choose to conduct an oral presentation with the Proposer(s) which the Competitive Selection Committee deems to warrant further consideration based on, among other considerations, scores in clusters and/or maintaining competition. (See Affidavit – “Lobbyist Registration for Oral Presentation” regarding registering speakers in the proposal for oral presentations.) Upon completion of the oral presentation(s), the Competitive Selection Committee will re-evaluate, re-rate and re-rank the proposals remaining in consideration based upon the written documents combined with the oral presentation. 4.4 Local Certified Veteran Business Enterprise Preference This Solicitation includes a preference for Miami-Dade County Local Certified Veteran Business Enterprises in accordance with Section 2-8.5.1 of the Code of Miami-Dade County. “Local Certified Veteran Business Enterprise” or “VBE” is a firm that is (a) a local business pursuant to Section 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal or bid submittal is certified by the State of Florida Department of Management Services as a veteran business enterprise pursuant to Section 295.187 of the Florida Statutes. A VBE that submits a proposal in response to this solicitation is entitled to receive an additional five percent of the evaluation points scored on the technical portion of such vendor’s proposal. If a Miami-Dade County Certified Small Business Enterprise (SBE) measure is being applied to this Solicitation, a VBE which also qualifies for the SBE measure shall not receive the veteran’s preference provided in this section and shall be limited to the applicable SBE preference. At the time of proposal submission, the firm must affirm in writing its compliance with the certification requirements of Section 295.187 of the Florida Statutes and submit this affirmation and a copy of the actual certification along with the proposal submittal form. 4.5 Local Preference The evaluation of competitive solicitations is subject to Section 2-8.5 of the Miami-Dade County Code, which, except where contrary to federal or state law, or any other funding source requirements, provides that preference be given to local businesses. If, following the completion of final rankings by the Competitive Selection Committee a non-local Proposer is the highest ranked responsive and responsible Proposer, and the ranking of a responsive and responsible local Proposer is within 5% of the ranking obtained by said non-local Proposer, then the Competitive Selection Committee will recommend that a contract be negotiated with said local Proposer.


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4.6 Establishment of Pools and Overall Ranking The County may establish the Pools with up to three (3) selected Proposers per Pool on the basis of initial response received, without discussions. The Selection Committee will evaluate, score, and rank proposers, and submit the results of their evaluation to the County Mayor or designee with their recommendation. The County Mayor or designee will determine with which Proposer(s) the County will recommend for establishment of the Pools, if any, taking into consideration the Local Certified Veteran Business Preference and Local Preference sections above. The three (3) Pools will be recommended for establishment in the following prioritized order: First: County Bond Counsel Pool Second: Authority Bond Counsel Pool Third: Disclosure Counsel Pool Once a Proposer is selected for one (1) Pool, it shall be assigned exclusively to such Pool and it is ineligible to be selected for the other Pool. Given the Pools priority order of establishment and since a selected Proposer is not eligible to serve in more than one (1) Pool, any Proposer recommended for the County Bond Counsel Pool will not be recommended for selection to the Authority Bond Counsel Pool or Disclosure Counsel Pool. Any selection of Proposers resulting from this Solicitation, will be submitted to the County Mayor or the County Mayor’s designee for approval. All Proposers will be notified in writing when the County Mayor or the County Mayor’s designee makes a selection recommendation. The selection to the Pools, if any, shall be made to the Proposers whose submission shall be deemed by the County to be in the best interest of the County. Notwithstanding the rights of protest listed below, the County’s decision of whether to make the selection and to which Proposers shall be final. 4.7 Rights of Protest A recommendation for contract award or rejection of all proposals may be protested by a Proposer in accordance with the procedures contained in Sections 2-8.3 and 2-8.4 of the County Code, as amended, and as established in Implementing Order No. 3-21.

5.0 TERMS AND CONDITIONS

The terms and conditions summarized below are of special note and can be found in their entirety in the agreement: a) Vendor Registration Prior to being recommended for award, the Proposer shall complete a Miami-Dade County Vendor Registration Package. For online vendor registration, visit the Vendor Portal: http://www.miamidade.gov/procurement/vendor-registration.asp. Then, the recommended Proposer shall affirm that all information submitted with its Vendor Registration Package is current, complete and accurate at the time it submitted a response to the Solicitation by completing an Affirmation of Vendor Affidavit form as requested by the County. b) Insurance Requirements The Contractor shall furnish to the County, Internal Services Department, Procurement Management Services Division, prior to the commencement of any work under any agreement, Certificates of Insurance which indicate insurance coverage has been obtained that meets the stated requirements. c) Inspector General Reviews According to Section 2-1076 of the Code of Miami-Dade County, as amended by Ordinance No. 99-63, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as otherwise indicated. The cost of the audit, if applicable, shall be one quarter (1/4) of one (1) percent of the total contract amount and the cost shall be included in any proposed price. The audit cost will be deducted by the County from progress payments to the Contractor, if applicable.


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d) User Access Program UAP only applies to fees earned by the selected Proposers when letter of engagement are issued for special bond counsel services, SEC compliance matters (and special counsel services (2.5.1.3)) Pursuant to Section 2-8.10 of the Miami-Dade County Code, any agreement issued as a result of this Solicitation is subject to a user access fee under the County User Access Program (UAP) in the amount of two percent (2%). All sales resulting from this Solicitation and the utilization of the County contract price and the terms and conditions identified therein, are subject to the two percent (2%) UAP.

6.0 ATTACHMENTS

Attachment A – Proposer Information Section – County Disclsoure Counsel Pool* Attachment B – County Bond Counsel Fee Scale Attachment C – Travel Policy and Procedures Web Forms – Proposal Submission Package Including: Proposal Submittal Form, Fair Subcontract Practices Affidavit, Subcontractor

Listing, Lobbyist Registration Form, and Contractor Due Diligence Affidavit *Note – The Proposer Information Section has been posted to BidSync in the form of fillable Microsoft Word documents.


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6

ATTACHMENT A - PROPOSER INFORMATION SECTION

Minimum Requirements and Qualifications

1. Provide affirmative statements of understanding for the minimum requirements and qualifications outlined in

S e c t i o n 2 . 2 , w h e r e a p p l i c a b l e , o f y o u r f i r m ’s a b i l i t y t o m e e t t h e m i n i m u m

requirements.

2. Provide documentation that demonstrates Proposer ’s ability to satisfy the minimum requirements and

qualifications outlined in Section 2.2. The County does not anticipate selecting a Proposer for the Pool who does

not meet the requirements and qualifications.

Senior Counsel ’s Proposer ’s Qualifications, Experience and Past Performance

3. State the following for the Senior Counsel:

a. T h e n u m b e r o f y e a r s t h a t t h e f i r m h a s b e e n i n e x i s t e n c e ;

b. The address of any Miami -Dade County and/or Florida office where services related to this RFQ shall be

performed;

Note: Provide documentation evidencing this office location (i.e., Occupational License, Business Tax

Receipt, etc.).

c. T h e c u r r e n t n u m b e r o f e m p l o y e e s b a s e d i n t h o s e o f f i c e s ;

d. D e s c r i b e t h e l e g a l s e r v i c e s y o u r f i r m p r o v i d e s f o r m u n i c i p a l f i n a n c e ; a n d

e. D e s c r i b e y o u r f i r m ’s s p e c i a l t y a n d / o r a r e a ( s ) o f

expertise.

4. Describe the Senior Counsel ’s past performance and experience in providing the type of services requested over

the past three (3) years.

5. Provide a detailed description of five (5) comparable contracts (similar in scope of services to those requested

herein) which the Senior Counsel has either ongoing or completed within the past three (3) years. Where possible,

list and describe the services performed for government clients or similar size private entities (excluding any work

p e r f o r m e d f o r t h e C o u n t y ) . T h e d e s c r i p t i o n s h o u l d i d e n t i f y f o r e a c h

project:

a. Client;

b. Description of work;

c. Key personnel assigned to contract;

d. Fees earned during the contract;

e. Dates covering the term of the contract;

f. Client contact person and phone number;

g. S t a t e m e n t o f w h e t h e r t h e f i r m w a s a s e n i o r c o u n s e l o r a n a s s o c i a t e c o u n s e l ; a n d

h. H i g h l i g h t a n y c h a l l e n g e s a n d s o l u t i o n s d u r i n g t h e c o n t r a c t .

6. List all contracts which the Senior Counsel has performed for Miami -Dade County. The County will review all contracts the Senior Counsel has performed for the County in accordance with Section 2-8.1(g) of the Miami-Dade

County Code, which requires that “a Proposer ’s past performance on County Contracts be considered in the

selection of Consultants and Contractors for future County Contracts.” As such the Senior Counsel must list and

d e s c r i b e a l l w o r k p e r f o r m e d f o r M i a m i -D a d e C o u n t y a n d i n c l u d e f o r e a c h p r o j e c t :

a. N a m e o f t h e C o u n t y D e p a r t m e n t w h i c h a d m i n i s t e r s o r a d m i n i s t e r e d t h e c o n t r a c t ;





f. County contact person and phone number;

g. S t a t e m e n t o f w h e t h e r t h e f i r m w a s t h e S e n i o r C o u n s e l o r A s s o c i a t e C o u n s e l ; a n d


7. Provide a brief description of the Senior Counsel ’s experience with variable rates, commercial paper programs,

drawdown programs, interest rate swaps, zero coupon bonds and derivative securities transactions.

8. Describe the firm ’s procedures for keeping abreast of changes in the municipal disclosure industry.

9. Provide a detailed description of any work provided for a securitization transaction and/or any other innovative

financing(s) that may be relevant to the County. Note your role, challenges and outcomes in the transaction

(s).

10. Describe the firm ’s procedures for keeping abreast of changes in securities and municipal bond issues, including

s t a t u t o r y a n d r e g u l a t o r y c h a n g e s a n d j u d i c i a l o r a d m i n i s t r a t i v e a c t i o n s .

11. Provide a representative listing of transactions on which the Senior Counsel has served as disclosure counsel for

the calendar years 2014 through 2017 year-to-date. Note the areas in which the firm has experience with issuers s u c h a s t h e C o u n t y ( i . e . , a v i a t i o n , w a t e r & s e w e r , s e a p o r t ) . T h i s l i s t i n g s h o u l d i n c l u d e :

a. Date of closing;

b. Issuer's name;

c. Issue size;

d. Key personnel assigned;

e. A b r ie f desc r ip t i on o f t he bonds ( i . e . , "new money , " " re fund ing , " " swaps , " e tc . ) ; and

f. The role played by the Senior Counsel ( i .e. , as a senior counsel or an associate counsel) .

Note: The listing should be no longer than five (5) pages.

12. Provide disclosure of any litigation, pending or potential, in which the Senior Counsel is challenging the validity of

any County resolution, ordinance, or decision as it relates to the County's power to enact ordinances or other

regulations. If none, please so note.

13. Provide a description of any pending legal proceedings and/or any adverse determinations against the Senior

Counsel or any of their partners, associates, employees or persons acting on its behalf, with respect to actions,

proceedings, claims or complaints concerning violations of Federal, State or local equal employment opportunity

laws or regulations, as well as any such proceeding known to be contemplated by governmental authorities or

private parties.

14. Provide a statement as to whether:

a. The Senior Counsel, or any of their partners, associates, employees or anyone acting on its behalf, has ever

been indicted, or otherwise charged, and/or convicted of any crime or offense in connection with any criminal

matter arising directly or indirectly from the conduct of such firm's business, and if it is still pending; or

b. The Senior Counsel, or any of their partners, associates, employees, or persons exercising substantial policy

discretion has ever been indicted or otherwise charged, and/or convicted of any crime or offense in

connection with any criminal matter involving financial misconduct or fraud, if it is still pending, and, if so,

please describe any such indictments or charges and/or convictions and surrounding circumstances in detail.

15. Disclose the following for Senior Counsel:

a. Any material arrangements, relationships or other employment that the Senior Counsel, or any of their

employees has with any financial advisory firms, investment banks or law firms or other persons or entities that

may create a conflict of interest or the appearance of a conflict of interest in acting as disclosure counsel to

the County;

b. Any family relationship that any employee of either the Senior Counsel has with any County public servant that


the County; and

c. Any other matter that the firm believes may create a conflict of interest in acting as disclosure counsel to the

County.

Note: The references to conflict of interest noted above are related to accepted professional standards and

Miami-Dade County Code (please see Section 1.9 of this RFQ).

16. Describe any procedures that the Senior Counsel have, or would adopt, to assure:

a. The Coun t y t ha t a con f l i c t o f i n t e res t wou ld no t ex i s t f o r t he f i rm i n t he f u t u re ; and

b. That any matter required to be disclosed under SEC Release No. 33-7049, Section III(c)(1) is disclosed.

Associate Counsel ’s Qualifications, Experience and Past Performance

17. State the following for the Associate Counsel:


b. The address of any Miami -Dade County and/or Florida office, as of the Submission Due Date of this RFQ,

w h e r e s e r v i c e s r e l a t e d t o t h i s R F Q s h a l l b e p e r f o r m e d ;


Receipt, etc.).



e. D e s c r i b e y o u r f i r m ’s s p e c i a l t y a n d / o r a r e a ( s ) o f e x p e r t i s e .

18. Describe the Associate Counsel ’s past performance and experience in providing the type of services requested

over the past three (3) years.

19. Provide a detailed description of five comparable contracts (similar in scope of services to those requested herein)

where your firm has either ongoing or completed within the past three years. Where possible, list and describe

those projects performed for government clients or similar size private entities (excluding any work performed for

t h e C o u n t y ) . T h e d e s c r i p t i o n s h o u l d i d e n t i f y f o r e a c h

project:

a. Client;








20. List all contracts where your firm has performed services for Miami -Dade County. The County will review all

contracts your firm has performed for the County in accordance with Section 2-8.1(g) of the Miami-Dade County

Code, which requires that “a Proposer ’s past performance on County Contracts be considered in the selection of

Consultants and Contractors for future County Contracts.” As such the Associate Counsel must list and describe all

w o r k p e r f o r m e d f o r M i a m i -D a d e C o u n t y a n d i n c l u d e f o r e a c h p r o j e c t :









21. Provide a brief description of the Associate Counsel ’s experience with variable rates, commercial paper programs,





(s).



25. Provide a representative listing of transactions on which your firm has served as disclosure counsel for the

calendar years 2014 through 2017 year-to-date. Note the areas in which the firm has experience with issuers such a s t h e C o u n t y ( i . e . , a v i a t i o n , w a t e r & s e w e r , s e a p o r t ) . T h i s l i s t i n g s h o u l d i n c l u d e :

a. Date of closing;

b. Issuer's name;

c. Issue size;



f. T h e r o l e p l a y e d b y y o u r f i r m ( i . e . , a s a s e n i o r c o u n s e l o r a n a s s o c i a t e c o u n s e l ) .


26. Provide disclosure of any litigation, pending or potential, in which the Associate Counsel is challenging the validity

of any County resolution, ordinance, or decision as it relates to the County's power to enact ordinances or other

regulations. If none, please note so.

27. Provide a description of any pending legal proceedings and/or any adverse determinations against your firm or any

of their partners, associates, employees or persons acting on its behalf, with respect to actions, proceedings,

claims or complaints concerning violations of Federal, State or local equal employment opportunity laws or

regulations, as well as any such proceeding known to be contemplated by governmental authorities or private

parties.


a. Your firm, or any of their partners, associates, employees or anyone acting on its behalf, has ever been

indicted, or otherwise charged, and/or convicted of any crime or offense in connection with any criminal


b. Your firm, or any of their partners, associates, employees, or persons exercising substantial policy discretion

has ever been indicted or otherwise charged, and/or convicted of any crime or offense in connection with any

criminal matter involving financial misconduct or fraud, if it is still pending, and, if so, please describe any such

i n d i c t m e n t s o r c h a r g e s a n d / o r c o n v i c t i o n s a n d s u r r o u n d i n g c i r c u m s t a n c e s i n d e t a i l .

29. Disclose the following for Associate Counsel:

a. Any material arrangements, relationships or other employment that the Associate Counsel, or any of their



the County;

b. Any family relationship that any employee of either the Associate Counsel has with any County public servant

that may create a conflict of interest or the appearance of a conflict of interest in acting as disclosure counsel

to the County; and


County.

Note: The references to conflict of interest noted above are related to accepted professional standards and Miami-

Dade County Code (please see Section 1.9 of this RFQ).

30. Describe any procedures that the Associate Counsel have, or would adopt, to assure:

a. T h e C o u n t y t h a t a c o n f l i c t o f i n t e r e s t w o u l d n o t e x i s t f o r t h e f i r m i n t h e f u t u r e ; a n d


Senior Counsel ’s Key Personnel Performing Services

31. Provide an organization chart for the Senior Counsel showing all key personnel, including their titles, to be

assigned to this project. All key personnel includes all attorneys, partners, managers, and other professional staff

that will perform work and/or services in this project.

32. Provide the following information for each attorney identified in the organization chart:

a. Their home office location and the office from which they will perform the Services related to this RFQ;

b. The date of their admission to practice;

c. The s ta te in which they are admi t ted to the bar and whether they are in good s tand ing;

d. How long each attorney has been employed by the Senior Counsel or served as "of counsel" to the firm;

e. Indicate whether the individual would have day-to-day responsibility for the Senior Counsel ’s engagement with

the County;

f. A description of their individual experience in municipal bonds, municipal tax matters and securities matters, if

applicable;

g. A brief explanation of past judgments entered into against the individual in a professional liability action, if any;

and

h. Provide individual resumes in an Appendix. If an attorney is "of counsel," please highlight the attorney ’s

experience with the firm.

33. Describe how the Senior Counsel would select a replacement for key personnel identified above, in the event there

is a change in key personnel, which would maintain the continuity of service and a comparable level of

experience.

Note: After proposal submission, but prior to the appointment to the Pool as a result of this Solicitation,

the Proposer has a continuing obligation to advise the County of any changes, intended or otherwise,

to the key personnel identified in its submission.

Associate Counsel ’s Key Personnel Performing Services

34. Provide an organization chart for the Associate Counsel showing all key personnel, including their titles, to be







d. How long each attorney has been employed by the Associate Counsel or served as "of counsel" to the firm;

e. Indicate whether the individual would have day-to-day responsibility for the Associate Counsel ’s engagement

with the County;


applicable;


and

h. Provide individual resumes an Appendix to the response. If an attorney is "of counsel," please highlight the

attorney ’s experience with the firm.

36. Describe how the Associate Counsel would select a replacement for key personnel identified above, in the event

there is a change in key personnel that would maintain the continuity of service and a comparable level of

experience.




Proposer ’s Proposed Approach to Providing the Services

37. Provide a combined organization chart for Proposer that includes Senior Counsel and Associate Counsel showing

all key personnel, including their titles, to be assigned to this project. All key personnel includes all attorneys, partners, managers, and other professional staff that will perform work and/or services in this project.

38. Describe Proposer ’s approach to project organization and management, as well as, the capabilities and means to

be used i n pe r fo rm ing the se rv i ces desc r i bed i n t he Scope o f Se rv i ces ( see Sec t i on 2 .0 ) .

39. Describe what makes the Proposer unique in providing the requested services, and how this will benefit the

County.

40. Prov ide a copy of the Senior Counsel /Associate Counsel agreement (see Sect ion 2.2.3.C.)

41. P r o v i d e a c o p y o f T h e D e v e l o p m e n t P l a n ( s e e S e c t i o n 2 . 2 . 3 . D . )

42. Identify if Proposer has taken any exception to the terms of this Solicitation. If so, indicate what alternative is being

offered.



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6





requirements.








performed;


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expertise.







project:

a. Client;

























(s).





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b. Issuer's name;

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private parties.













the County;



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project:

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(s).





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the County;



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experience.










County.




offered.



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6





requirements.








performed;


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private parties.













the County;



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the County;



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experience.










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3/16/2017 3:42 PM p. 17

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6





requirements.








performed;


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a. Date of closing;

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project:

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the County;



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offered.



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6





requirements.








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3/16/2017 3:42 PM p. 19

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3/16/2017 3:42 PM p. 20

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3/16/2017 3:42 PM p. 21

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3/16/2017 3:42 PM p. 22

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3/16/2017 3:42 PM p. 23

Miami-Dade County, FL RFQ No. 00528

ATTACHMENT B – COUNTY BOND COUNSEL FEE SCALE

I. BOND TRANSACTIONS

* The County reserves the right to negotiate all transactions.

1 Variable rate financings including variable rate debt obligations, Floating Rate Notes, and other variable rate products. 2 Initial drawdown program and commercial paper program fees will be charged using 50% of the variable rate fee scale, and 100% of the

fee scale for the conversions, or take-outs of the drawdown/commercial paper programs. 3 Any bond transaction with a new money series and a refunding series.

II. LEASE FINANCINGS (I.E., EQUIPMENT AND VEHICLES): Lease financing fees will be 0.10% of the total financed amount with a minimum fee of $10,000.

III. SPECIAL ENGAGEMENT FEES: For special engagement appointments, the fees shall not exceed $500 per hour for partners and $300 per hour for associates, to be negotiated at the time of the assignment.

BONDS

FIRST $25,000,000 @$1.25/$1K $31,250 @$1.50/$1K $37,500 @$1.75/$1K $43,750

SECOND 25,000,000 @ 1.00/$1K 25,000 @ 1.25/$1K 31,250 @ 1.50/$1K 37,500

THIRD 25,000,000 @ 0.75/$1K 18,750 @ 1.00/$1K 25,000 @ 1.25/$1K 31,250

FOURTH 25,000,000 @ 0.50/$1K 12,500 @ 0.75/$1K 18,750 @ 1.00/$1K 25,000

FIFTH 25,000,000 @ 0.25/$1K 6,250 @ 0.50/$1K 12,500 @ 0.75/$1K 18,750

SIXTH 25,000,000 @ 0.25/$1K 6,250 @ 0.25/$1K 6,250 @ 0.50/$1K 12,500

Thereafter 150,000,000 @ 0.25/$1K 37,500 @ 0.25/$1K 37,500 @ 0.25/$1K 37,500

$300,000,000 $137,500 $168,750 $206,250

Fixed Rate Gen'l

Obligation Bonds

Variable Rate and All

Other Refundings1,2,3

Fixed Rate

Revenue Bonds /

Refunding GOBs

SLIDING FEE SCALE BASED UPON INCREMENTS OF $25 MILLION UP TO $300 MILLON

BONDS

FIRST $15,000,000 @$1.25/$1K $18,750 @$1.50/$1K $22,500 @$1.75/$1K $26,250

Fixed Rate Gen'l

Obligation Bonds

Variable Rate and All

Other Refundings1,2,3

Fixed Rate

Revenue Bonds /

Refunding GOBs

$15 MILLION BOND TRANSACTION

FLOOR COMPENSATION AMOUNT

EQUAL TO A


3/16/2017 3:42 PM p. 24

Administrative Order

Administrative Order No.: 6-1 Title: Travel on County Business Ordered: 3/11/2003 Effective: 3/21/2003

AUTHORITY:

Chapters 112.061, 125.0104, 159.47 of the Florida Statutes and Sections 1.06 and 4.02 of the Miami-Dade County Home Rule Amendment and Charter.

SUPERSEDES:

This Administrative Order supersedes previous Administrative Order 6-1, effective November 5, 1998.

POLICY:

Certain travel by County officials, employees and other authorized persons may be considered necessary and useful to the conduct of County business. Attendance at selected professional meetings and training courses can benefit the individuals and, therefore, the County through an increased awareness of technical, programmatic and administrative developments.

However, the cost of travel, the resulting absence from ones normal County duties, and the public sensitivity to these issues, demand that alternative means of accomplishing travel purposes be carefully examined. Telephone (including conference calls) and written communications should be considered prior to requesting travel authorization. Even when no feasible substitute for traveling exists it is still incumbent upon the traveler and respective supervisors to seek out and utilize the least expensive mode of transportation and to keep the associated expenses, including but not limited to, lodging, taxi fares or auto rental, to an absolute minimum.

PURPOSE:

It is the purpose of this Administrative Order to provide a reasonable and systematic means by which travel may be approved and controlled.

OFFICIAL BUSINESS


3/16/2017 3:42 PM p. 25

OFFICIAL BUSINESS:

Reimbursement for County employees for travel shall be limited to those expenses necessarily incurred in the conduct of official County business; i.e., the performance of a public purpose as authorized by the Board of County Commissioners, the County Manager, or a department director. Reimbursement for travel must be within the limitations prescribed by Florida law. Generally, lodging and meal allowances will not be provided for travel within the immediate vicinity of Miami-Dade County, which is generally defined as the area including and between West Palm Beach and Marathon Key. Any exception must have the prior approval of the Office of Management and Budget (OMB). As for the Mayor and County Commissioners, they shall be reimbursed for all reasonable and necessary expenses as the County Commission approves.

MODE OF TRANSPORTATION:

Except under unusual circumstances, the most economical and efficient method of transportation shall be used. Consideration should be given to the time away from one’s normal duties, number of persons making the trip, amount of equipment and materials to be transported, and the cost of per diem and all associated travel expenses.

For travel out of the County but within the State, where a County vehicle is determined to be the most economical form of transportation, the Fleet Management division of the General Services Administration (GSA) may issue credit cards which may be used for all vehicle expenses.

Due to special insurance restrictions, no County or personal vehicle is to be used out-of-state on official County business without the express written permission of GSA’s Risk Management Division.

TRAVEL ARRANGEMENTS:

In order to minimize travel expenses and to fully benefit from various cost saving opportunities, the County may enter into agreements with carriers, travel agencies, or other governmental entities to provide travel services in a specified manner. When such an agreement is in force, the County Manager shall designate a County Travel Coordinator who shall be responsible for overseeing the contractual provision of said services and for establishing and distributing procedures governing travel arrangements for individuals traveling on County business. Said rules and regulations must be fully complied with in order for a traveler to be eligible for travel reimbursement. The only exception to this requirement is in those situations where the traveler has requested and received the expressed approval of the Travel Coordinator to make his/her own travel arrangements.


3/16/2017 3:42 PM p. 26

Maximum daily rates may be used to control the cost of lodging expenses. Maximum allowable hotel rate amounts will be created for, a) frequently visited major metropolitan areas (e.g., Atlanta, Boston, Chicago, Los Angeles, New York City, San Francisco and Washington, D.C.) and for, b) certain other frequently visited cities (e.g., Dallas, Jacksonville, New Orleans, Orlando, Tampa, etc.). These rates will be part of the County’s travel procedures developed by OMB and updated annually to reflect market changes and other appropriate travel related procedures and guidelines. Notwithstanding the foregoing, if an official or employee is attending a conference or meeting on County business and the department involved deems it to be in the best interest of the County, the attendee may stay in the hotel where the conference or meeting is being held. The approval of the County’s Travel Coordinator must be obtained on a case-by-case basis to exceed these rates. To control the cost of auto rental expenditures, the County will use State of Florida contracted rates when less expensive auto rental rates are not available.

TRAVEL REQUESTS:

The department shall initiate a Travel Request Form for each employee, official, or other individual authorized to travel outside the County or outside the County’s immediate vicinity on official County business. The Travel Request Form shall be submitted directly to the travel liaison in the Finance Department. If approval is required by the County Manager’s office or the Office of Management and Budget, the Travel Request must be submitted at least seven working days in advance of travel regardless of whether reimbursement of expense is anticipated. The Finance Department is authorized to design and modify the Travel Request and Travel Expense Report forms to comply with this Administrative Order and the Miami-Dade Travel Procedures and to gather such information as is necessary to properly account for monies advanced and reimbursed for travel.

AUTHORIZATIONS:

The following sequence of approvals is required for travel:

Employees and Consultants: The department director shall be responsible for authorizing travel for department personnel and consultants and for designating which funds are to be used to cover the cost of the trip. However, if the request for travel expenses exceeds the department’s approved annual travel budget, the Travel Request must be preauthorized by the OMB before the travel occurs.

Department Directors, County Manager staff, Multiple Travelers, Travel on Legislative or Congressional Business, and International Travel:. Authorization must be obtained from the County Manager or his designee(s) for 1) all travel by department directors; 2) all travel by County Manager staff; 3) in all situations when three or more people are traveling to the same location; 4) when legislative or

i l b i i th f th t l d 5) ll f i t l


3/16/2017 3:42 PM p. 27

congressional business is the purpose for the travel and 5) all foreign travel.

Commission Appointed Individuals: In the case of travel by the Board of County Commissioners and individuals appointed by the County Commission to a committee, board or authority, authorization shall be by the Board of County Commissioners. If travel expenses for such individuals are to be charged to a specific County department, the department director shall indicate on the Travel Request Form whether funds are budgeted and available for the travel. Members of the County Commission shall approve the travel of their staff members.

TRAVEL ADVANCES:

Travelers requesting a cash advance shall indicate the amount needed on their Travel Request Form, up to a maximum of eighty percent of all reimbursable expenses. The funds shall be disbursed by the Finance Department upon receipt of a properly authorized Form.

The Finance Department shall have the authority to deny travel advance privileges to those individuals or to those departments which have failed to properly or promptly submit Travel Expense Reports.

TRAVEL EXPENSES:

Travel Expense Report. Where reimbursement of travel expenses is expected, travelers shall submit a Travel Expense Report approved by the department director to the Finance Department within five (5) working days following their return from a trip. Travelers must submit valid receipts for their own expenses (see Other Expenses) and for all other persons transported in their custody.

If the amount of the travel cash advance exceeds travel costs, travelers must return to the Finance Department the excess funds at the time their Travel Expense Report is submitted. Authorized travelers shall be reimbursed in accordance with Florida Statute 112.061 for per diem, lodging, and meal allowance rates, as established in this Administrative Order, and as described in the Miami-Dade travel procedures as updated from time to time. Foreign travel shall be reimbursed at the U.S. State Department foreign per diem rates for lodging and meals. Any exceptions to these per diem rates must be requested in writing to the OMB prior to travel. The Finance Department shall be responsible for distributing information regarding current reimbursement rates and the method of calculating travel time.

Other Expenses. The County may reimburse necessary incidental traveling expenses such as: taxi fare, auto rental, vicinity mileage (see A.O. 6-3) or the cost of other modes of ground transportation, ferry, bridge, road and other tolls, parking and storage fees, communication expenses, convention registration fees. No

l ill b i b d


3/16/2017 3:42 PM p. 28

personal expenses will be reimbursed.

The Finance Department shall have the authority to disallow any and all expenses not consistent with Florida law, this Administrative Order, or the Miami-Dade travel procedures.

TRAVEL BONUSES:

As a result of traveling on County business, all benefits of travel bonus programs may accrue to the County. In every instance where a travel bonus is received, the traveler shall record the nature of the bonus on the Travel Expense Report form. The Travel Coordinator shall determine the final disposition of each travel bonus.

EXCEPTIONS:

Members and related staff of the Tourist Development Council, when traveling on official business in the performance of tourism related activities as prescribed by Chapter 125.0104 of the Florida Statutes, shall be reimbursed for actual reasonable and customary expenses when meeting with travel writers, tour brokers or others connected with the tour industry. They shall be reimbursed for foreign travel at current rates as specified in the Federal publication "Standardized Regulations (Government Civilians, Foreign Areas)," as outlined in Chapter 125.0104, Subsection 9 of the Florida Statutes. All expenditures in excess of $10 shall be substantiated by a paid bill, with the name and affiliation of the individuals involved in the expenditure clearly indicated on the receipt. Complete and detailed justification for all travel and entertainment-related expenditures shall be shown on the Travel Expense Report.

Members and related staff of the Industrial Development Authority, when traveling on official business in the performance of promotional and other related duties of the Authority, as prescribed by Chapters 159.46 and 159.47 of the Florida Statutes, shall be reimbursed for actual expenses when meeting with business prospects, potential purchases of Florida exports and foreign governmental dignitaries. Foreign travel for members or employees of the Authority and other authorized persons shall be reimbursed at the current rates as specified in the Federal publication "Standardized Regulations (Government Civilians, Foreign Areas)" as outlined in Chapter 159.47(1)(K) of the Florida Statutes. All travel and entertainment-related expenditures in excess of $10 shall be substantiated by paid bills, with the name and affiliation of the individuals involved in the expenditure clearly indicated on the receipt.

PERSONAL LEAVE COMBINED WITH OFFICIAL TRAVEL:

Employees wishing to combine personal leave with official County business must have the written approval of their department director. In the cases of the County M ’ t ff l h ll b b th C t M hi /h d i


3/16/2017 3:42 PM p. 29

Manager’s staff, approval shall be by the County Manager or his/her designee. Employees traveling under such circumstances will be reimbursed at the common carrier fare or the current mileage rate, whichever is less, and only for that portion of the travel which is clearly County business related. Per diem will be in effect only during the actual period of time spent on official County business.

This Administrative Order is hereby submitted to the Board of County Commissioners of Miami-Dade County, Florida.

Steve Shiver

County Manager


3/16/2017 3:42 PM p. 30

5

6

3 4

Solicitation No. RFQ- 00528 Solicitation Title: Disclosure Counsel Pool

Legal Company Name (include d/b/a if applicable): Federal Tax Identification Number:

If Corporation - Date Incorporated/Organized : State Incorporated/Organized:

Company Operating Address: City State Zip Code

Company Contact Person: Email Address:

Phone Number (include area code):

Fax Number (include area code):

Company’s Internet Web Address:

Pursuant to Miami-Dade County Ordinance 94-34, any individual, corporation, partnership, joint venture or other legal entity having an officer, director, or executive who has been convicted of a felony during the past ten (10) years shall disclose this information prior to entering into a contract with or receiving funding from the County.

Place a check mark here only if Proposer has such conviction to disclose to comply with this requirement.

LOCAL PREFERENCE CERTIFICATION: For the purpose of this certification, a “ local business ” is a business located within the limits of Miami-Dade County (or Broward County in accordance with the Interlocal Agreement between the two counties) that has a valid Local Business Tax Receipt, issued by Miami-Dade County; has a physical business address located within the limits of Miami-Dade County from which business is performed; and contributes to the economic development of the community in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities and the support and increase to the County’s tax base.

Place a check mark here only if affirming Proposer meets requirements for Local Preference. Failure to complete this certification at this time (by checking the box above) may render the vendor ineligible for Local Preference .

LOCAL CERTIFIED VETERAN BUSINESS ENTERPRISE CERTIFICATION: A Local Certified Veteran Business Enterprise is a firm that is (a) a local business pursuant to Section 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal submission is certified by the State of Florida Department of Management Services as a veteran business enterprise pursuant to Section 295.187 of the Florida Statutes.

Place a check mark here only if affirming Proposer is a Local Certified Veteran Business Enterprise. A copy of the certification must be submitted with this proposal.

SMALL BUSINESS ENTERPRISE CONTRACT MEASURES (If Applicable)

A Small Business Enterprise (SBE) must be certified by Small Business Development for the type of goods and/or services the Proposer provides in accordance with the applicable Commodity Code(s) for this Solicitation. For certification information contact Small Business Development at (305) 375-3111 or access http://www.miamidade.gov/smallbusiness/certification-programs.asp. The SBE must be certified by proposal submission deadline, at contract award,

and for the duration of the contract to remain eligible for the preference. Firms that graduate from the SBE program during the contract may remain on the contract.

Is your firm a Miami-Dade County Certified Small Business Enterprise? Yes No

If yes, please provide your Certification Number:

SCRUTINIZED COMPANIES WITH ACTIVITIES IN SUDAN LIST OR THE SCRUTINIZED COMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST:

By executing this proposal through a duly authorized representative, the Proposer certifies that the Proposer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as those terms are used and defined in sections 287.135 and 215.473 of the Florida Statutes. In the event that the Proposer is unable to provide such certification but still seeks to be considered for award of

this solicitation, the Proposer shall execute the proposal through a duly authorized representative and shall also initial this space: . In such event, the Proposer shall furnish together with its proposal response a duly executed written explanation of the facts supporting any exception to the requirement for certification that it claims under Section 287.135 of the Florida Statutes. The Proposer agrees to cooperate fully with the County in any

investigation undertaken by the County to determine whether the claimed exception would be applicable. The County shall have the right to terminate any contract resulting from this solicitation for default if the Proposer is found to have submitted a false certification or to have been placed on the Scrutinized Companies for Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

WAIVER OF CONFIDENTIALITY AND TRADE SECRET TREATMENT OF PROPOSALThe Proposer acknowledges and agrees that the submittal of the Proposal is governed by Florida’s Government in the Sunshine Laws and Public Records Laws as set forth in Florida Statutes Section 286.011 and Florida Statutes Chapter 119. As such, all material submitted as part of, or in support of, the proposal will be available for public inspection after opening of proposals and may be considered by the County or a selection committee in public. By submitting a proposal pursuant to this solicitation, you agree that all such materials may be considered to be public records. The Proposer shall not submit any information in response to this Solicitation which the Proposer considers to be a trade secret, proprietary or confidential. In the event that the Proposal contains a claim that all or a portion of the Proposal submitted contains confidential, proprietary or trade secret information, the Proposer, by signing below, knowingly and expressly waives all claims made that the Proposal, or any part thereof no matter how indicated, is confidential, proprietary or a trade secret and authorizes the County to release such information to the public for any reason.

Acknowledgment of Waiver:

Proposer’s Authorized Representative’s Signature: Date

Type or Print Name

Type or Print Title

The submittal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a

contract with the County in substantially similar terms to the proposal offered and, if successful in the process set

forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein.

Proposer ’s Authorized Representative’s Signature: Date

Type or Print Name

Type or Print Title


3/16/2017 3:42 PM p. 31

5

6

3 4

Solicitation No. RFQ- 00528 Solicitation Title: Disclosure Counsel Pool

Legal Company Name (include d/b/a if applicable): Federal Tax Identification Number:

If Corporation - Date Incorporated/Organized : State Incorporated/Organized:

Company Operating Address: City State Zip Code

Company Contact Person: Email Address:

Phone Number (include area code):

Fax Number (include area code):

Company’s Internet Web Address:

Pursuant to Miami-Dade County Ordinance 94-34, any individual, corporation, partnership, joint venture or other legal entity having an officer, director, or executive who has been convicted of a felony during the past ten (10) years shall disclose this information prior to entering into a contract with or receiving funding from the County.

Place a check mark here only if Proposer has such conviction to disclose to comply with this requirement.

LOCAL PREFERENCE CERTIFICATION: For the purpose of this certification, a “ local business ” is a business located within the limits of Miami-Dade County (or Broward County in accordance with the Interlocal Agreement between the two counties) that has a valid Local Business Tax Receipt, issued by Miami-Dade County; has a physical business address located within the limits of Miami-Dade County from which business is performed; and contributes to the economic development of the community in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities and the support and increase to the County’s tax base.

Place a check mark here only if affirming Proposer meets requirements for Local Preference. Failure to complete this certification at this time (by checking the box above) may render the vendor ineligible for Local Preference .

LOCAL CERTIFIED VETERAN BUSINESS ENTERPRISE CERTIFICATION: A Local Certified Veteran Business Enterprise is a firm that is (a) a local business pursuant to Section 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal submission is certified by the State of Florida Department of Management Services as a veteran business enterprise pursuant to Section 295.187 of the Florida Statutes.

Place a check mark here only if affirming Proposer is a Local Certified Veteran Business Enterprise. A copy of the certification must be submitted with this proposal.

SMALL BUSINESS ENTERPRISE CONTRACT MEASURES (If Applicable)

A Small Business Enterprise (SBE) must be certified by Small Business Development for the type of goods and/or services the Proposer provides in accordance with the applicable Commodity Code(s) for this Solicitation. For certification information contact Small Business Development at (305) 375-3111 or access http://www.miamidade.gov/smallbusiness/certification-programs.asp. The SBE must be certified by proposal submission deadline, at contract award,

and for the duration of the contract to remain eligible for the preference. Firms that graduate from the SBE program during the contract may remain on the contract.

Is your firm a Miami-Dade County Certified Small Business Enterprise? Yes No

If yes, please provide your Certification Number:

SCRUTINIZED COMPANIES WITH ACTIVITIES IN SUDAN LIST OR THE SCRUTINIZED COMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST:

By executing this proposal through a duly authorized representative, the Proposer certifies that the Proposer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as those terms are used and defined in sections 287.135 and 215.473 of the Florida Statutes. In the event that the Proposer is unable to provide such certification but still seeks to be considered for award of

this solicitation, the Proposer shall execute the proposal through a duly authorized representative and shall also initial this space: . In such event, the Proposer shall furnish together with its proposal response a duly executed written explanation of the facts supporting any exception to the requirement for certification that it claims under Section 287.135 of the Florida Statutes. The Proposer agrees to cooperate fully with the County in any

investigation undertaken by the County to determine whether the claimed exception would be applicable. The County shall have the right to terminate any contract resulting from this solicitation for default if the Proposer is found to have submitted a false certification or to have been placed on the Scrutinized Companies for Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

WAIVER OF CONFIDENTIALITY AND TRADE SECRET TREATMENT OF PROPOSALThe Proposer acknowledges and agrees that the submittal of the Proposal is governed by Florida’s Government in the Sunshine Laws and Public Records Laws as set forth in Florida Statutes Section 286.011 and Florida Statutes Chapter 119. As such, all material submitted as part of, or in support of, the proposal will be available for public inspection after opening of proposals and may be considered by the County or a selection committee in public. By submitting a proposal pursuant to this solicitation, you agree that all such materials may be considered to be public records. The Proposer shall not submit any information in response to this Solicitation which the Proposer considers to be a trade secret, proprietary or confidential. In the event that the Proposal contains a claim that all or a portion of the Proposal submitted contains confidential, proprietary or trade secret information, the Proposer, by signing below, knowingly and expressly waives all claims made that the Proposal, or any part thereof no matter how indicated, is confidential, proprietary or a trade secret and authorizes the County to release such information to the public for any reason.

Acknowledgment of Waiver:

Proposer’s Authorized Representative’s Signature: Date

Type or Print Name

Type or Print Title

The submittal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a

contract with the County in substantially similar terms to the proposal offered and, if successful in the process set

forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein.

Proposer ’s Authorized Representative’s Signature: Date

Type or Print Name

Type or Print Title


3/16/2017 3:42 PM p. 32

55

66

FAIR SUBCONTRACTING PRACTICES

In compliance with Miami -Dade County Code Section 2 -8.8, the Bidder/Proposer shall submit with the

proposal a detailed statement of its policies and procedures (use separate sheet if necessary) for awarding

subcontractors.

55

66

NO SUBCONTRACTORS WILL BE UTILIZED FOR THIS CONTRACT

Signature Date


3/16/2017 3:42 PM p. 33

5

6

3 4

AFFIDAVIT OF MIAMI -DADE COUNTY

LOBBYIST REGISTRATION FOR ORAL PRESENTATION

(1) Solicitation Title: Solicitation No.:

(2) Department:

(3) Proposer's Name:

Address: Zip:

Business Telephone: E -Mail:

(4) List All Members of the Presentation Team Who Will Be Participating in the Oral Presentation:

(ATTACH ADDITIONAL SHEETS IF NECESSARY)

The individuals named above are Registered and the Registration Fee is not required for the Oral Presentation ONLY.

Any person who appears as a representative for an individual or firm for an oral presentation before a County certification, evaluation, selection, technical review or similar committee must be listed on an affidavit provided by the County. The affidavit shall be filed with the Clerk of the Board at the time the response is submitted. The individual or firm must submit a revised affidavit for additional team members added after submittal of the proposal with the Clerk of the Board prior to the oral presentation. Any person not listed on the affidavit or revised affidavit may not participate in the oral presentation, unless he or she is registered with the Clerk’s office and has paid all applicable fees.

Other than for the oral presentation, Proposers who wish to address the county commission, county board or county committee concerning any actions, decisions or recommendations of County personnel regarding this solicitation in accordance with Section 2-11.1(s) of the Code of Miami-Dade County MUST register with the Clerk of the Board and pay all applicable fees.

I do solemnly swear that all the foregoing facts are true and correct and I have read or am familiar with the provisions of Section 2-11.1(s) of the Code of Miami- Dade County as amended.

Signature of Authorized Representative: Title:

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this ,

to me or who has produced as identification and who did/did not take an oath.

(Signature of person taking acknowledgement)

(Name of Acknowledger typed, printed or stamped)

Revised 1/2/14

Name Title Employed By Email Address

by , a , who is personally known(Individual, Officer, Partner or Agent) (Sole Proprietor, Corporation or Partnership)

(Title or Rank) (Serial Number, if any)


3/16/2017 3:42 PM p. 34

5

6

3 4

AFFIDAVIT OF MIAMI -DADE COUNTY

LOBBYIST REGISTRATION FOR ORAL PRESENTATION

(1) Solicitation Title: Solicitation No.:

(2) Department:

(3) Proposer's Name:

Address: Zip:

Business Telephone: E -Mail:

(4) List All Members of the Presentation Team Who Will Be Participating in the Oral Presentation:

(ATTACH ADDITIONAL SHEETS IF NECESSARY)

The individuals named above are Registered and the Registration Fee is not required for the Oral Presentation ONLY.

Any person who appears as a representative for an individual or firm for an oral presentation before a County certification, evaluation, selection, technical review or similar committee must be listed on an affidavit provided by the County. The affidavit shall be filed with the Clerk of the Board at the time the response is submitted. The individual or firm must submit a revised affidavit for additional team members added after submittal of the proposal with the Clerk of the Board prior to the oral presentation. Any person not listed on the affidavit or revised affidavit may not participate in the oral presentation, unless he or she is registered with the Clerk’s office and has paid all applicable fees.

Other than for the oral presentation, Proposers who wish to address the county commission, county board or county committee concerning any actions, decisions or recommendations of County personnel regarding this solicitation in accordance with Section 2-11.1(s) of the Code of Miami-Dade County MUST register with the Clerk of the Board and pay all applicable fees.

I do solemnly swear that all the foregoing facts are true and correct and I have read or am familiar with the provisions of Section 2-11.1(s) of the Code of Miami- Dade County as amended.

Signature of Authorized Representative: Title:

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this ,

to me or who has produced as identification and who did/did not take an oath.

(Signature of person taking acknowledgement)

(Name of Acknowledger typed, printed or stamped)

Revised 1/2/14

Name Title Employed By Email Address

by , a , who is personally known(Individual, Officer, Partner or Agent) (Sole Proprietor, Corporation or Partnership)

(Title or Rank) (Serial Number, if any)


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3 4

Name of Bidder/Proposer: FEIN No.

Mark here if race, gender and ethnicity information is not available and will be provided at a later date. This data may be submitted to contracting department or on - line to the Small Business Development of the Internal Services Department at http://www.miamidade.gov/business/business

development- contracts.asp. As a condition of final payment, Bidder/Proposer shall provide subcontractor information on the Subcontractor Payment Report Sub 200 form which can be found at http://www.miamidade.gov/business/library/forms/subcontractors- payment.pdf.

SUBCONTRACTOR/SUPPLIER LISTING

(Miami -Dade County Code Sections 2-8.1, 2-8.8 and 10 -34)

In accordance with Sections 2 -8.1, 2 -8.8 and 10.34 of the Miami -Dade County Code, this form must be submitted as a condition of award by all Bidders/Proposers on County contracts for purchase of supplies, materials or services, including professional services which involve expenditures of $100,000 or more, and all Proposers on County or Public Health Trust construction contracts which involve expenditures of $100,000 or more. The Bidder/Proposer who is awarded this contract shall not change or substitute first tier subcontractors or direct suppliers or the portions of the contract work to be performed or materials to be supplied from those identified, except upon written approval of the County. The Bidder/Proposer should enter the word "NONE" under the appropriate heading of this form if no subcontractors or suppliers will be used on the contract and sign the form below.

I In accordance with Ordinance No. 11 -90, an entity contracting with the County shall report the race, gender and ethnic origin of the owners and employees of all first tier subcontractors/suppliers. In the event that the recommended

Bidder/Proposer demonstrates to the County prior to award that the race, gender, and ethnic information is not reasonably available at that time, the Bidder/Proposer shall be obligated to exercise diligent efforts to obtain that information and provide the same to the County not later than ten (10) days after it becomes available and, in any event, prior to final payment under the contract.

(Please duplicate this form if additional space is needed.)

Business

Name and Address of

First Tier Direct Supplier

Principal Owner

Supplies/ Materials/

Services to be

Provided by Supplier

Principal Owner

(Enter the number of male and female owners by race/ethnicity)

Employee(s)

(Enter the number of male and female employees and the number of

employees by race/ethnicity)

M F White Black HispanicAsian/Pacific

Islander

Native

American/

Native

Alaskan

Other M F White Black HispanicAsian/Pacific

Islander

Native

American/

Native

Alaskan

Other

Business

Name and Address of

First Tier

Subcontractor/

Subconsultant

Principal Owner

Scope of Work

to be Performed by

Subcontractor/

Subconsultant

Principal Owner

(Enter the number of male and female owners by race/ethnicity)

Employee(s)

(Enter the number of male and female employees and the number of

employees by race/ethnicity)

M F White Black HispanicAsian/Pacific

Islander

Native

American/

Native

Alaskan

Other M F White Black HispanicAsian/Pacific

Islander

Native

American/

Native

Alaskan

Other

I certify that the representations contained in this Subcontractor/Supplier listing are to the best of my knowledge true and accurate.

SUB 100 Rev. 1/14

Signature of Bidder/Proposer Print Name Print Title Date


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6

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Miami-Dade County

Contractor Due Diligence Affidavit

Per Miami-Dade County Board of County Commissioners (Board) Resolution No. R-63-14, County Vendors and Contractors shall disclose the following as a condition of award for any contract that exceeds one million dollars ($1,000,000) or that otherwise must be presented to the Board for approval:

(1) Provide a list of all lawsuits in the five (5) years prior to bid or proposal submittal that have been filed against the firm, its directors, partners, principals and/or board members based on a breach of contract by the firm; include the case name, number and disposition;

(2) Provide a list of any instances in the five (5) years prior to bid or proposal submittal where the firm has defaulted; include a brief description of the circumstances;

(3) Provide a list of any instances in the five (5) years prior to bid or proposal submittal where the firm has been debarred or received a formal notice of non-compliance or non-performance, such as a notice to cure or a suspension from participating or bidding for contracts, whether related to Miami-Dade County or not.

All of the above information shall be attached to the executed affidavit and submitted to the Procurement Contracting Officer (PCO)/ AE Selection Coordinator

overseeing this solicitation. The Vendor/Contractor attests to providing all of the above information, if applicable, to the PCO.

Contract No. :

Federal Employer

Identification Number (FEIN):

Contract Title:

Printed Name of Affiant Printed Title of Affiant Signature of Affiant

Name of Firm Date

Address of Firm State Zip Code

Notary Public Information

Notary Public – State of County of

Subscribed and sworn to (or affirmed) before me this day of, 20___

by He or she is personally known to me or has produced identification

Type of identification produced

Signature of Notary Public Serial Number

Print or Stamp of Notary Public Expiration Date Notary Public Seal


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Solicitation Addendum

ADDENDUM NO. 1

DATE: MARCH 7, 2017 TO: ALL PROSPECTIVE PROPOSERS SOLICITATION NO.: RFQ-00528 TITLE: DISCLOSURE COUNSEL POOL This Addendum is and does become a part of the above mentioned solicitation. Question & Answer Below is a question and answer relative to the subject solicitation:

Question 1: The annual Tax and Securities Law Institute sponsored by the National Association

of Bond Lawyers (NABL) will be held in Washington, D.C. on March 9-10, 2017. The conference is for bond attorneys who have practiced in the area of municipal finance for 5 or more years. Many attorneys experienced as disclosure counsel are either scheduled to speak on panels to be presented at the conference in Washington, D.C. or are scheduled to be in attendance. The pre-proposal conference for the Disclosure Counsel RFP is currently scheduled at a time when many experienced disclosure counsel will not be able to attend. Should the pre-proposal conference be rescheduled for a time that does not conflict with NABL's annual tax and securities law conference?

Answer: The Pre-proposal Conference is scheduled for March 9, 2017 and it will not be rescheduled.

All terms, covenants and conditions of the subject solicitation and any addenda issued thereto shall apply, except to the extent herein amended. Miami-Dade County,

Michelle Loren Rapaport Michelle Loren Rapaport, CPSM Procurement Contracting Manager cc: Clerk of the Board


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Solicitation Addendum

ADDENDUM NO. 2

DATE: MARCH 15, 2017 TO: ALL PROSPECTIVE PROPOSERS SOLICITATION NO.: RFQ-00528 TITLE: DISCLOSURE COUNSEL POOL This Addendum is and does become a part of the above mentioned solicitation. Revision to Solicitation

The subject solicitation document shall be revised to replace every instance of “Request for Proposal” and “RFP” with “Request for Qualifications” and/or “RFQ.”




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RFQ-00528 Addendum No. 3

ADDENDUM NO. 3

DATE: MARCH 16, 2017 TO: ALL PROSPECTIVE PROPOSERS SOLICITATION NO.: RFQ-00528 TITLE: DISCLOSURE COUNSEL POOL This Addendum is and does become a part of the above mentioned solicitation. A. Solicitation End Date The subject Solicitation end date has changed from March 22, 2017 to March 29, 2017.

B. Questions & Answers Below are questions and answers relative to the subject solicitation:

Question 2: In connection with Miami-Dade County Solicitation RFQ-00460 and Solicitation

RFQ-00528, please advise whether a Florida Professional Association (the “P.A.”) formed in 2011 by an individual attorney may qualify to serve as an Associate Counsel, under the following circumstances. The PA was formed in 2011 by an individual attorney affiliated with another firm which has done business with the County, as associate counsel. The other firm would not submit under the RFP. The P.A. is a separate firm, based in Miami-Dade County and has an Occupational License/Local Business Tax Receipt issued by Miami-Dade County, where it has done business since 2011. It files its own Federal business tax returns, and has its own professional liability insurance. The gross revenues of the PA have not exceeded $5 million annually for the two years prior to the submission due date. The PA does not share its revenues with the Firm. The PA employs two Florida licensed attorneys that have previously provided legal services to the County through the other firm, with which they remain associated. The other firm would not receive any benefit from the work of the PA (or its attorneys) as Associate Counsel. The foregoing would be properly documented to the satisfaction of the County. Thank you.

Answer: If this is to request a conflict of interest determination, please contact the Ethics Commission

at 305-579-2594 or [email protected] .


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RFQ-00528 Addendum No. 3

Question 3: My firm currently serves as Associate Counsel in the County’s Disclosure Counsel pool. Due to the growth of the firm’s litigation practice over the last seven years, firm revenues have exceeded $5,000,000 in the last two years. The firm qualifies as a Senior Counsel firm under the criteria of the RFQ. However, while significant, the firm’s municipal finance practice is relatively small compared to the practices of competing Senior Counsel firms. In order to submit a competitive bid, my firm is considering submitting a joint proposal with another Senior Counsel firm, together with an Associate Counsel firm, for one or more of the County’s RFQs for Disclosure Counsel, Bond Counsel and Authority Counsel. The RFQ is silent on whether two Senior Counsel firms may submit a joint proposal. Assuming the joint proposal complies with the RFQ in all other respects, would such a proposal be acceptable to the County? We want to be sure that a joint proposal would not automatically be considered non-responsive.

Answer: No, two (2) Senior Counsel firms cannot submit a joint proposal together with an Associate

Counsel firm. The solicitation requires that each "Proposer" responding to the solicitation consist of one (1) Senior Counsel law firm and up to two (2) Associate Counsel law firms. Please refer to 2.2.3 of the solicitation.




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5

6

Question and Answers for Solicitation #RFQ-00528 - Disclosure Counsel Pool

Overall Solicitation Questions

Question 1

The annual Tax and Securities Law Institute sponsored by the National Association of Bond Lawyers (NABL)

will be held in Washington, D.C. on March 9-10, 2017. The conference is for bond attorneys who have practiced

in the area of municipal finance for 5 or more years. Many attorneys experienced as disclosure counsel are

either scheduled to speak on panels to be presented at the conference in Washington, D.C. or are scheduled to

be in attendance. The pre-proposal conference for the Disclosure Counsel RFP is currently scheduled at a time

when many experienced disclosure counsel will not be able to attend. Should the pre-proposal conference be

rescheduled for a time that does not conflict with NABL's annual tax and securities law conference? (Submitted:

Mar 2, 2017 1:01:17 PM EST)

Answer

- See Addendum No. 1 (Answered: Mar 7, 2017 1:56:42 PM EST)

Question 2

In connection with Miami -Dade County Solicitation RFQ-00460 and Solicitation RFQ-00528, please advise

whether a Florida Professional Association (the â€œP.A.â€ ) formed in 2011 by an individual attorney may

qualify to serve as an Associate Counsel, under the following circumstances.

The PA was formed in 2011 by an individual attorney affiliated with another firm which has done business with

the County, as associate counsel. The other firm would not submit under the RFP.

The P.A. is a separate firm, based in Miami-Dade County and has an Occupational License/Local Business Tax

Receipt issued by Miami-Dade County, where it has done business since 2011. It files its own Federal business

tax returns, and has its own professional liability insurance. The gross revenues of the PA have not exceeded $5

million annually for the two years prior to the submission due date. The PA does not share its revenues with the

Firm.

The PA employs two Florida licensed attorneys that have previously provided legal services to the County

through the other firm, with which they remain associated. The other firm would not receive any benefit from

the work of the PA (or its attorneys) as Associate Counsel. The foregoing would be properly documented to the

satisfaction of the County. Thank you. (Submitted: Mar 7, 2017 12:03:18 PM EST)

Answer

- See Addendum No. 3 (Answered: Mar 16, 2017 5:39:39 PM EDT)

Question 3

My firm currently serves as Associate Counsel in the Countyâ€™s Disclosure Counsel pool. Due to the

growth of the firmâ€™s litigation practice over the last seven years, firm revenues have exceeded $5,000,000

in the last two years. The firm qualifies as a Senior Counsel firm under the criteria of the RFQ. However, while

significant, the firmâ€™s municipal finance practice is relatively small compared to the practices of competing

Senior Counsel firms. In order to submit a competitive bid, my firm is considering submitting a joint proposal

with another Senior Counsel firm, together with an Associate Counsel firm, for one or more of the Countyâ€™s

RFQs for Disclosure Counsel, Bond Counsel and Authority Counsel.

The RFQ is silent on whether two Senior Counsel firms may submit a joint proposal. Assuming the joint proposal

complies with the RFQ in all other respects, would such a proposal be acceptable to the County? We want to be

sure that a joint proposal would not automatically be considered non-responsive. (Submitted: Mar 8, 2017

11:43:23 AM EST)

Answer

- See Addendum No. 3 (Answered: Mar 16, 2017 5:39:39 PM EDT)

Question Deadline: Mar 14, 2017 12:00:00 PM EDT


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