Legal Services

Monroe County Water Authority REQUEST FOR QUALIFICATIONS October 11, 2022 Monroe County Water Authority 475 Norris Drive Rochester, New York 14610 Legal Services SECTION 1 INVITATION TO PARTICIPATE 1.1 Introduction - Purpose The Monroe County Water Authority (the "Authority") is seeking proposals from experienced law firms in response to this Request for Qualifications & Proposals (RFQ/P) to provide Corporate, Litigation, Regulatory, and Property/Real Estate legal services to the Authority. Proposers must submit two documents: a) a Statement of Qualifications and b) under separate cover a price proposal for the services described. Prospective Proposers must offer a proposal that will meet the scope of services and qualifications identified in this document. In responding to this RFP, Proposers must follow the prescribed format as outlined in Section 2.4. By so doing, each Proposer will be providing the Authority with comparable data submitted by other Proposers and, thus, be assured

of fair and objective treatment of the Authority's review and assessment process. 1.2 Procurement Officer The Procurement Officer identified below is the primary point of contact regarding this RFP from the date of issuance until the selection of the successful Proposer. Questions regarding this RFQ/P should be e-mailed to the Authoritys designated primary contact, on or before October 17, 2022 10AM. Larry Magguilli Monroe County Water Authority 475 Norris Drive Rochester, New York 14610 Email: larry.magguilli@mcwa.com Phone: 585-442-2000 Fax: (585) 442-2907 Pursuant to State Finance Law sections 139-j and 139-k, this RFQ/P includes and imposes certain restrictions on communications between the Authority and Proposers during the procurement process. A Proposer is restricted from making Contacts (i.e., an oral, written or electronic communications which a reasonable person would infer as an attempt to unduly influence the award, denial, or amendment of a contract) from issuance of the RFQ/P through final award and approval of the resulting Procurement Contract by the Authority (restricted period) to any of the Authoritys staff or consultants other than the Procurement Officers designated herein. Contact is included among certain statutory exemptions as set forth in State Finance Law section 139-j(3) (a). The Authoritys Procurement Officers for this RFQ/P, as of the date hereof, are Nicholas Noce, Diane Hendrickson, Steve Savage and Larry Magguilli. Impermissible contacts to other Authority employees during the restricted period will be documented and reported to the New York State Authority Budget Office. Such Contacts will be considered by the Authority when determining the responsibility of the Proposer pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award, and in the event of two findings within a four-year period, the Proposer will be debarred from obtaining governmental procurement contracts. Any Contact beyond that allowed in this RFQ/P may be grounds for disqualification from the RFQ/P process. 1.3 Presentation and Clarification of the Authority's Rights & Intentions The Authority intends to enter into a contract with the selected Proposer to supply the information described in this RFP. However, this intent does not commit the Authority to award a contract to any responding Proposer, or to pay any costs incurred in the preparation of the proposal in response to this request, or to procure or contract for any services. The Authority reserves the right in its sole discretion to: (a) accept or reject in part or in its entirety any proposal received as a result of this RFP if it is in the best interest of the Authority to do so, and (b) award one or more contracts to one or more qualified Proposers if necessary to achieve the objectives of this RFP if it is in the best interest of the Authority to do so. 1.4 Schedule Tuesday, October 11 RFP Distributed; announced on MCWA website. Monday, October 17 - 10AM Pre-proposal questions due, in writing. Wednesday, October 19 - 4PM Addenda issued with answers to Proposers questions (if necessary) Monday, October 24 - 2PM Proposals Due 1.5 Overview of the Organization The Authority is a public benefit corporation organized under the Public Authorities Law of the State of New York to provide high quality, safe and reliable water in a financially responsible manner. The authority is the third largest water supplier in New York State and was formed in 1959 to solve the water supply needs of this community. The Authority took over the assets of the private New York Water Service Corporation that had 27,000 retail customers, serving just portions of the Countys inner ring towns and portions of the City. As surrounding towns and villages faced new water supply challenges, the Authoritys service area has steadily grown. Today the Authority provides water to approximately 600,000 individuals and services approximately 200,000 separate accounts in every town and village in Monroe County and certain municipalities in Ontario, Genesee, Livingston, Orleans, and Wayne Counties. The MCWA system infrastructure includes its main operations center, meter shop, three water treatment plants, 40 remote pumping stations, 53 tanks and 2 storage reservoirs and over 3,200 miles of transmission and distribution water mains. The annual operating budget is approximately $70 million. For additional information on MCWA, go to www.mcwa.com http://www.mcwa.com/ 1.6 Nature of Services Required The Authority expects from time-to-time to have a need for legal services related to its existing business. The Authority reserves the right to draw upon the resources of additional outside counsel when needed, as issues arise. In the event a law firm is selected other than the current firm representing the Authority, ongoing legal matters will be reviewed on a case-by-case basis and may remain with existing counsel. The firm or firms selected would have demonstrable qualifications to handle all or a portion of the following legal services: A. General Corporate A. Corporate: Services would be expected to include, but need not be limited to: 1. Advising the Authority with respect to its rights and obligations under its Trust Indenture, Enabling Legislation, federal law and NYS law, By-Laws, policies and other governing documents; 2. Advising the Authority in connection with potential disputes arising out of its various agreements, and negotiating and drafting agreements; 3. Advising the Authority with respect to corporate labor matters; and 4. Advising the Authority with respect to corporate governance issues. B. Litigation: Counseling on and handling of various issues in state courts, adjudicative proceedings, arbitrations and/or mediations. Firms should have experience handling cases that require additional skills and/or greater resources than general litigation would require. Firms should demonstrate experience with cases exhibiting complexity and the interrelationship of multiple issues, large quantities of data and documents, in areas which include but are not limited to the following: E MONROE COU TY WATER AUTHORITY SERVICE AREA MAP JANUARY 2017 AKFIELO JBA , _ _J.;.;-'-9--~f------,---,l"'r IE I L BENNl'IIGTON LAKE ONTARIO WILUA.\JSON AET"'- 0 ............. EXOiANGE AGREEMENT &IJPPI.EMEKTM.9'.FfllY 1. Commercial contractual disputes; tax matters; intellectual property matters, including insurance disputes; bankruptcy; municipal agreements; telecommunications issues, and litigation in federal courts. 2. Class Actions/Other Actions including matters related to the Authoritys ratemaking authority; and compliance with other relevant state and federal laws, etc. C. Regulatory: Advising and assisting the Authority regarding the following areas: 1. Regulatory filings; 2. Public authority, regulatory and legislative developments; 3. Freedom of Information Law - interpretation of its requirements and assistance with respect to compliance; and 4. Litigation relating to the above. B. Property/Real Estate A. Real Estate/Property Interests: Services would be expected to include, but need not be limited to: 1. Providing legal counsel during property and easement acquisition negotiations, typically for unusual situations such as for properties where ownership is unclear (i.e., unresolved estates), divorces, bank foreclosures, easements on church properties, etc., as well as negotiating with attorneys representing condemnees during the Eminent Domain Procedure Law process; 2. Regarding Eminent Domain Procedure Law matters, reviewing Board Resolutions, final written offer and related agreements; preparing court documents, obtaining court dates, and representing the Authority in court; 3. Providing counsel regarding license agreements over existing Authority easements; 4. Preparing documents for property purchases and closings, or sale or other disposition of real property as well as giving counsel during negotiations for same. B. Antenna Leases Services would be expected to include, but need not be limited to: 1. Drafting agreements for leases of MCWA facilities for wireless communication antennas and other land uses; 2. Negotiating leases with attorneys representing leasors (and, in the case of facilities covered by MCWA Retail Supply Leases, with attorneys representing municipalities); 3. Resolving or advising the Authority on issues after lease execution (i.e., liens, modifications of terms, obligations of the respective parties). SECTION 2 SPECIFIC PROPOSAL REQUIREMENTS 2.1 Submission of Proposers Statement of Qualifications and Proposal The following is a list of the information to be provided by the Proposer. A submittal that does not include the required information below may be deemed nonresponsive and subject to rejection. Your submittal should respond to all the items listed below and in the order listed. A. Statement of Qualifications 1. Describe the legal services which your firm could provide to the Authority. 2. State the names of the partners and associates who would be assigned to the Authority's account, describe the expected services to be provided by each attorney, and provide their resumes. Identify the partner in charge and, for this partner, provide client references relating to engagements similar to the one described in this RFQ/P. 3. Describe your firms experience related to the services to be provided in response to this RFQ/P, including a brief summary of any notable cases, transactions, issues and/or matters handled by your firm which you feel demonstrate the nature and extent of your firms expertise. 4. Identify the nature of any potential conflict of interest your firm might have in providing services to the Authority. Discuss fully any conflicts of interest, actual or potential, which might arise in connection with your firm's involvement with the Authority. If your firm believes that a conflict of interest might arise, please describe how such conflict would be resolved. 5. Identify any past, pending or threatened litigation or administrative or state ethics board or similar body proceedings to which you or any of your partners are a party and which would either materially impair your ability to perform the services enumerated herein, or, if decided in an adverse manner, materially adversely affect the financial condition of your firm. 6. Provide a fully executed copy of Exhibit A: Form of Offerer Disclosure of Prior Non-Responsibility Determination. 7. Proposers must indicate in their submittals what information, if any, is proprietary and confidential. Proposers are hereby advised that the Authority is subject to the New York State Freedom of Information Law (FOIL). Material marked Confidential and Proprietary will be treated as such to the extent consistent with the obligations under FOIL, other applicable law, regulation or legal process, and will not be disclosed by the Authority except as necessary for the evaluation of proposals. 8. Provide any additional information proposer deems helpful setting forth its qualifications and ability to represent the Authority. B. Cost Proposal Cost Proposals must include the following and be submitted in separate sealed envelope: 1. State the rates at which the services of partners, associates, and non- attorney law clerks, paralegals, or other paraprofessionals would be provided to the Authority during the initial one year contract period. Include: 2. For each attorney whose resume is provided in response to VI (A)(2) above, the hourly rate you propose to charge the Authority. 3. For each applicable category of billable, non-attorney personnel including law clerk, paralegal, or other paraprofessional, the hourly rate you propose to charge the Authority. 4. A schedule of all out-of-pocket disbursements which you anticipate will result in a charge to the Authority and the rate for each. Note that the Authority expects that disbursements will be charged at the firms actual out-of-pocket cost, without mark-up. 5. The Agreement would be for a one year term with four annual mutually agreeable extensions. Authority proposes to cap rate increases in the event of any contract extensions to not exceed 4% per year. 2.1 Acceptance Period and Location To be considered, Proposers must submit a complete response to this RFP. Proposers not responding to all information requested in this RFP or indicating exceptions to those items not responded to may have their proposal rejected. The Bidder/Offerer Disclosure Form must be completed, signed, and returned with the proposal. The sealed proposal must be received at the address below on or before Monday, October 24, 2022 2PM Proposals must be delivered via a trackable overnight service. No proposals will be accepted via US Mail or via email. Monroe County Water Authority Attn: Larry Magguilli 475 Norris Drive Rochester, New York 14610 There will be no public opening of the submittals. Proposals received after the Proposal Due Date will not be considered, nor will faxed or e-mailed proposals, whenever received. Failure to submit a proposal on time will not be waived by the Authority under any circumstances (e.g., traffic conditions, mail or courier failure, etc.). The Authority will not provide reimbursement for any costs or expenses incurred in connection with this RFQ/P, including the costs of preparing and submitting a response, providing any additional information or attending an interview. All material that is submitted in response to this RFQ/P will become the sole property of the Authority. The Authority expressly reserves the right to utilize any and all ideas submitted in the proposals received unless covered by legal patent or proprietary rights which must be clearly noted in the proposal submitted in response to the RFQ/P. During the evaluation process, the Authority may at its sole discretion request any, one, all, or no firms to make an oral presentation. Such presentations will provide firms the opportunity to answer any questions the Authority may have on a firm's proposal. Not all firms may be asked to make such oral presentations. Proposer may withdraw or modify a submitted proposal any time prior to the proposal submission deadline provided that the withdrawal or modified proposal is in writing and received by the Contact Person prior to the submission deadline. Proposer is solely responsible for the timely delivery of a withdrawal or modified proposal. Required Copies: The sealed Qualifications and Proposals Statements (1 original and 6 copies) and the sealed Price Proposals (1 original and 6 copies) should be submitted in separate envelopes no later than October 24, 2022 2PM with the following designation on the outside of the envelopes: Proposal For: Legal Services Qualifications and Proposal Statements Or Legal Services Price Proposals Submitted To: Monroe County Water Authority Submitted By: Respondent's Name Respondent's Address Primary Contact Person Telephone Number of Primary Contact Date Submitted An electronic copy of the proposal may be requested after proposals are opened. RFQ/RFP with instructions to Deliver to Bid Box at door #19 (Respondents submitting via delivery service have the sole responsibility to call the Water Authority and confirm the receipt of the RFQ/RFP). US Mail is NOT an acceptable means to deliver to this location. Respondents not responding to all information requested in this RFQ or indicating exceptions to those items not responded to may have their submittals rejected. The Offerer/Bidder Disclosure Form must be completed, signed, and returned with your proposal. Proposals received after the Proposal Due Date will not be considered, nor will faxed or e- mailed proposals, whenever received. Failure to submit a proposal on time will not be waived by the Authority under any circumstances (e.g., traffic conditions, mail or courier failure, etc.). 2.3 EVALUATION AND SELECTION A Selection Committee A Selection Committee consisting of Authority staff will evaluate the proposals. This Selection Committee will make its recommendations to the Authority Board for final approval. The Selection Committee will consider the following factors, not necessarily listed in the order of importance: 1. Qualifications of the attorneys proposed to serve the Authoritys account. 2. Quality and depth of the firm's expertise, resources and prior capability in providing similar services. 3. Commitment of time (especially by the partner in charge) and resources to the Authority. 4. Overall organization, completeness, and quality of proposal, including cohesiveness, conciseness, clarity of response and demonstrated understanding of the Authority. 5. Interviews, if conducted. B Selection Process The Selection Committee will initially review all proposals to determine responsiveness. Any proposal that does not address all requested requirements or is incomplete may be rejected. The Selection Committee will evaluate all responsive and responsible proposals based on the criteria enumerated in Section VII (A), as referenced above. The Selection Committee may afford firms the opportunity to clarify proposals for the purpose of assuring a full understanding of their responsiveness to the RFQ/P. The Selection Committee may also conduct interviews of Proposers found to be most qualified to perform the services required, based upon the criteria listed in this RFQ/P. If so, Proposers will be notified in advance of the exact interview date. Prior to award of any contracts(s), the Selection Committee will conduct a vendor responsibility determination and may require eligible Proposers to answer questions and provide additional information to supplement the information provided in the Form of Offerer Disclosure of Prior Non-Responsibility Determination (See Exhibit A) to assist the Selection Committee in making such a determination. All Proposers will be notified in writing once one or more firms have been selected. C Limitations 1. This RFQ/P does not commit the Authority to award a contract, pay any costs incurred in the preparation of a response, or procure or contract for services of any kind whatsoever. The Authority reserves the right, in its sole discretion, to accept or reject any or all responses as a result of the RFQ/P, to negotiate with any or all firms considered, or to cancel this RFQ/P in whole or in part. The Authority reserves the right to request additional information from all Proposers. 2. Proposers may be requested to clarify the contents of their proposal. Other than to provide such information as may be requested by the Authority, no Proposer will be allowed to alter its proposal or to add new information after the RFQ/P due date. 3. Proposers may be required to participate in negotiations and to submit any price, technical or other revisions to its proposal which may result from such negotiations. 4. Proposers must fully execute the Form of Offerer Disclosure of Prior Non- Responsibility Determination (attached as Exhibit A) upon submission of the proposal. 5. All material submitted in response to this RFQ/P will become the sole property of the Authority, except as noted in Section II 2.4 Proposal Submission 1. Proposals must include a cover letter indicating the mailing address of the office from which the proposal is submitted, the name and email address of the individual who will represent the firm as the primary contact person for the proposal, and the telephone and facsimile numbers of the primary contact person. 2. Non-responsive proposals include, but are not limited to, those that: a. Are irregular or do not conform with RFQ/P requirements and instructions; b. Are conditional; or c. Are not submitted on time or are submitted at any time via facsimile or e-mail. The Authority may waive minor informalities or irregularities in a proposal that are merely a matter of form and not substance and the correction of which would not be prejudicial to other proposals. 3. Joint proposals will not be accepted unless the joint proposers can demonstrate that they can fully meet the Authoritys legal needs without causing any undue overlapping expense. 2.5 Administrative Specifications 1. All proposals must be signed by an authorized officer of the firm. 2. The Authority at any time, in its sole discretion, may terminate its contract with the successful Proposer(s), or postpone or delay all or any part of the contract, upon thirty (30) days written notice. 3. All Proposers are obligated to update any changes in their proposal prior to the proposal due date. SECTION 3 GENERAL INFORMATION FOR THE PROPOSER 3.1 Contract Approval The Authority's selection of one or more successful Proposers shall require the approval of the Authority Board of Directors. No payment shall be made under a contract until such approval is obtained. 3.2 Reservation of Rights The Authority reserves the right to refuse any and all proposals, in part, or in their entirety, or select certain products from various Proposer proposals, or to waive any informality or defect in any proposal should it be deemed to be in the best interest of the Authority. The Authority is not committed, by virtue of this RFP, to award a contract or to procure or contract for services. The proposals submitted in response to this request become the property of the Authority. The award will be made to the firm whose proposal is deemed to be in the best interest of the Authority at the Authority's sole discretion. If it is in its best interest to do so, MCWA reserves the right to: 1. Make selections based solely on the proposals or negotiate further with one or more Proposers. The Proposer selected will be chosen on the basis of greatest benefit to MCWA as determined by an evaluation committee. 2. Negotiate contracts with the selected Proposers. 3. Award a contract to more than one Proposer. 3.3 Final Approval and Written Agreement The successful firm will be required to enter into a written agreement with the Authority in a form approved by the Authority's legal counsel. The Authority reserves the right to negotiate the terms and conditions of the agreement with the selected firm. Proposers must be aware that any contract resulting from this RFP is subject to approval by the Authority's Board of Directors. 3.4 Proposal Period All proposals must state the period for which the proposal shall remain in effect with a minimum of 120 days from the due date of the proposal. 3.5 Acceptance of Proposal Content The contents of the proposal of the successful Proposer may become contractual obligations, should a contract ensue. Failure of a Proposer to accept these obligations may result in cancellation of the award. 3.6 Contract Payment The Authority's selection of one or more successful Proposers shall require the approval of the Authority Board of Directors. No payment shall be made under a contract until such approval is obtained. Actual terms of payment will be the result of agreements reached between the Authority and the Proposer selected. 3.7 Incurring Costs The Authority is not liable for any costs incurred by the Proposer prior to the effective date of the contract. 3.8 Material Submitted All rights, title, and interest in the material submitted by the Proposer as part of a proposal shall vest in the Authority upon submission of the Proposer's proposal to the Authority without any obligation or liability by the Authority to the Proposer. The Authority has the right to use any or all ideas presented by a Proposer. 3.9 Procurement Policy Pursuant to State Finance Law 139-j and 139-k, this Request for Qualifications includes and imposes certain restrictions on communications between a Governmental Entity (including the Authority) and Bidder/Offerer during the procurement process. A Bidder/Offerer is restricted from making contacts from the earliest notice of intent to solicit offers through final award and approval during the Authority's procurement process to other than the Authority's Procurement Officers unless it is a contact that is included among certain statutory exceptions set forth in State Finance Law 139-j(3)(a). The Authority's Procurement Officers for this Governmental Procurement as of the date hereof, are identified herein. Authority employees are also required to obtain certain information when contacted during the restricted period and make a determination of the responsibility of the Bidder/Offerer pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award and in the event of two findings within a four (4) year period, the Bidder/Offerer is debarred from obtaining governmental Procurement Contracts. Further information about these requirements may be obtained from the Procurement Officers. The Authority reserves the right to terminate this contract in the event it is found that the certification filed by the Bidder/Offerer in accordance with State Finance Law 139-k(5) was intentionally false or intentionally incomplete. Upon such finding, the Authority may exercise its termination right by providing written notification to the Bidder/Offerer in accordance with the written notice terms of this contract. EXHIBIT A OFFERER/BIDDER DISCLOSURE OF PRIOR NON-RESPONSIBILITY DETERMINATION AND AFFIRMATION/CERTIFICATION IN ACCORDANCE WITH NYS FINANCE LAW 139-J AND 139-K Name of Individual or Entity Seeking to Provide Legal Services to the Monroe County Water Authority: Address: Name and Title of Person Submitting this Form: Contract Procurement Number: (by MCWA) 140916-01 Date: 1. Has any Government Entity made a finding of non-responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (Circle one): Yes No If yes, answer the next questions: 2. Was the basis for the finding of non-responsibility due to a violation of State Finance Law 139-j? (Circle one): Yes No 3. Was the basis for the finding of non-responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (Circle one): Yes No 4. If you answered yes to any of the above questions, provide details regarding the finding of non-responsibility below. Governmental Entity: Date of Finding of Non-Responsibility: Basis of Finding of Non-Responsibility: (Add additional pages as necessary.) 5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement Contract with the above-named individual or entity due to the intentional provision of false or incomplete information? (Circle one): Yes No 6. If yes, provide details below: Governmental Entity: Date of Termination: Basis of Determination or Withholding: (Add additional pages as necessary.) By signing below, Bidder/Offerer affirms that it understands and agrees to comply with the MCWA Water Authoritys Procurement Disclosure Policy, Code of Ethics Policy and Conflict of Interest Policy as required by State Finance Law 139-j(3) and 139-j(6)(b) and certifies that all information provided to the Monroe County Water Authority with respect to State Finance Law 139-k and 139-j is complete, true and accurate. By: Date: (Signature of Person Certifying) Print Name: Print Title: Bidder/Offerer Name: (Company Name) Bidder/Offerer Address: Bidder/Offerer Phone Number: