Bond Counsel Services

expired opportunity(Expired)
From: Duval County Public Schools(School)
RFP-01-15/TW

Basic Details

started - 13 Feb, 2021 (about 3 years ago)

Start Date

13 Feb, 2021 (about 3 years ago)
due - 28 Feb, 2021 (about 3 years ago)

Due Date

28 Feb, 2021 (about 3 years ago)
Bid Notification

Type

Bid Notification
RFP-01-15/TW

Identifier

RFP-01-15/TW
Duval County Public Schools

Customer / Agency

Duval County Public Schools
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Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. E VERY CLASSROOM. EVE RY STUDENT. EVERY D AY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 4880 Bulls Bay Highway FAX: (904)858-4868 Jacksonville, FL 32219 May 30, 2019 Mr. Robert C. Gang Greenberg Traurig, PA. 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131 RE: RFP No. 01-15/TW, Bond Counsel Services Dear Mr. Gang: On May 24, 2019, the Superintendents designee of Duval County School Board renewed the Contract for RFP No. 01-15/TW Bond Counsel Services. The renewal is for the third and final renewal period of October 1, 2019 through February 28, 2021. In accordance with Section #15 of the RFP (Insurance Requirements), please forward an updated copy of your insurance certificate. If you have any questions about this renewal, please contact Terrence Wright at (904) 858-4859. Thank you for the excellent service
your firm has provided under this contract with Duval County Public Schools. We look forward to a continued successful partnership with Greenberg Traurig, PA. Sincerely, Terrence T. Wright Terrence T. Wright, Director DCPS Purchasing Services TTW/dh Cc: Michelle Begley Ron Fagan Louis Mitchum Master Bid Folder sme re http://www.duvalschools.org/ Duval County Public Schools www.duvalschools.or Purchasing Services PH: (904) 858-4848 4880 Bulls Bay Highway FAX: (904)858-4868 Jacksonville, FL 32219 i DUVAL COUNTY PUBLIC SCHOOLS August 27, 2018 Mr. Robert C. Gang Greenberg Traurig, PA. 333 SE 2 Avenue, Suite 4400 Miami, FL 33131 RE: RFP No. 01-15/TW, Bond Counsel Services Dear Mr. Gang: On July 12, 2018, the Superintendents designee of Duval County School Board renewed the Contract for RFP No. 01-15/TW Bond Counsel Services. The renewal is for the second renewal period of October 1, 2018 through September 30, 2019. In accordance with Section #15 of the RFP (Insurance Requirements), please forward an updated copy of your insurance certificate. If you have any questions about this renewal, please contact Terrence Wright at (904) 858-4859. Thank you for the excellent service your firm has provided under this contract with Duval County Public Schools. We look forward to a continued successful partnership with Greenberg Traurig, PA. Chrrnonca Kwang Terrence T. Wright, Director DCPS Purchasing Services TTWidh Ce: Michelle Begley Ron Fagan Louis Mitchum Master Bid Folder Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND GREENBERG TRAURIG, P.A. This Agreement is made and entered into effective March 1, 2015 (the Effective Date), and is by and between The School Board of Duval County, Florida, operating a district school system in the State of Florida (the "District"), and Greenberg Traurig, P.A., a Florida professional association (the Contractor"). WITNESSETH: WHEREAS, the District issued RFP No. 01-15/TW dated on or about July 15, 2014, relating to bond counsel services, together with Addendum No. 1 dated on or about July 31, 2014 (collectively, the RFP), a copy of which RFP is attached hereto and incorporated herein by this reference as Exhibit A; Whereas, after free and open competition, Contractor submitted a proposal (attached hereto and incorporated herein by this reference as Exhibit B), and was selected as the best responsive and responsible Contractor by the District (the Proposal); Whereas, the Contractor is interested in and capable of performing the desired bond counsel services (hereafter further defined as the Services) for the District and the District desires to have the Contractor perform the Services; and Whereas, the parties have negotiated Contractor's Proposal as permitted by the RFP, and reached an agreement on the Services to be performed and the payment for the same, and therefore wish to set forth this understanding in writing in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: ARTICLE | - SCOPE OF SERVICES 1.1 The recitals set forth above are true and correct and are incorporated into this Agreement by this reference. 1.2 The parties agree that the purpose of this Agreement is that the Contractor shall fully, timely, and continuously provide the District the Services in a manner in accordance with the District's objectives set forth in the RFP and this Agreement. The description of the contract documents and the priority in the event of any conflict or ambiguity among these documents is as set forth in section 12.7.14 of the RFP. ARTICLE Il - TERM, COMMENCEMENT AND RENEWAL 2.1 See subsection 1.4 of the RFP, except that the date September 30, 2017 shall be replaced by February 28, 2018. 2.2 Except for those actions preceding the date of this Agreement, the Services shall commence according to the schedule set forth in the RFP, unless the District notifies the Contractor otherwise in writing. ARTICLE Ill - COMPENSATION 3.1 The compensation to be paid to Contractor for the Services is as set forth in Attachment B of the Proposal, a copy of which is attached hereto and incorporated herein by this reference as Exhibit C. 3.2 The maximum obligated amount under this Agreement shall be as set forth in the contract documents; in no event shall the District be responsible to the Contractor for compensation in excess of the maximum obligated amounts stated in this Agreement except as modified by a formally approved, executed and delivered amendment. Any services provided by the Contractor pursuant to the hourly billable rate schedule set forth in the Agreement shall be memorialized in advance and in writing by the Contractor and the District. MIA 184373505v1 ARTICLE IV - TERMINATION This Agreement may be terminated as set forth in the RFP. ARTICLE V - COMMUNICATIONS; NOTICES 5.1 Section 12.7.15 of the RFP is modified to add the Contractor's address for notices: Greenberg Traurig, P.A. Attn: Robert C. Gang, Shareholder 333 SE 2"4 Avenue Miami, Florida 33131 ARTICLE VI - MISCELLANEOUS 6.1 Any and all of Contractor's exceptions to the RFP set forth in its Proposal are stricken in their entirety and void except as may be specifically addressed in this Agreement. Contractor's permitted exceptions are attached hereto and incorporated herein by this reference as Exhibit D. 6.2 Contractors co-counsel (MBE) is Tala A. Woods, P.A. 6.3 This Agreement may be executed via facsimile and in one or more counterparts, each of which will be deemed an original, but all such facsimiles and counterparts will together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. : ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA By: Chet. Venta Nikolai P. Vitti, Ed.D. ( Chery! Grimes, Chairglan Superintendent of Schools / And Ex-Officio Secretary To the Board By: Form Approved: Approved by Board: November 4, 2014 T " Office of Legal Services Witnesses: GREENBERG TRAURIG, P.A. py pent CIA, - Robert C. Gang, Sharehidr MIA 184373505v1 EXHIBIT A RFP A-1 MIA 184373505v1 EXHIBIT B PROPOSAL B-1 EXHIBIT C FEE SCHEDULE Cc-1 MIA 184373505v1 ATTACHMENT B RFP No. 01-15/TW BOND COUNSEL SERVICES FEE SCHEDULE A. Tax Exempt Lease/Purchasing (COPs, QSCBs, BABs & Refunding): a. First $25 Million Bonds Issued $125 {Bond b. Next $25 Million Bonds Issued $1.00 /Bond c. Per Bond Thereafter $.0:-SO (Bond d. Minimum Fee $34,000 e. Maximum Fee $ 14, 600 Point assignment for Program Cost criterion will be based upon the above fee structure. THE FOLLOWING ITEMS WILL NOT BE USED FOR THE PURPOSE OF POINT ASSIGNMENT B. General Obligation Bonds: a. First $25 Million Bond Issued $1.25 /Bond b. Next $25 Million Bond issued $0.70 /Bond c. Per Bond Thereafter $0.25 Bond d. Minimum Fee $37,500 e. Maximum Fee $710,000 Cc. Sales Tax Bonds: a. First $25 Million Bond Issued $1.25 /Bond b. Next $25 Million Bond Issued $_O. 76 /Bond c. Per Bond Thereafter 3_O- 25 _/Bond d. Minimum Fee $37,200 e. Maximum Fee $20,000 D. Capital Appreciation Bonds: a. First $25 Million Bond Issued $_]. 2s /Bond b. Next $25 Million Bond issued $_O.7O _/Bond c. Per Bond Thereafter $_O.aS _/Bond d. Minimum Fee $_ 37,500 e. Maximum Fee $20,000 Page 34 of 36 C-2 E, Pari-Mutuel (Sales Tax Replacement) Bonds a. Up To $10 Million Bond issued $5.00 _/Bond b. Over $10 Million Bond issued $O.SO__/Bond F. Short Term Note Bank Loans (TANS, RANS, & BANS): a. Up To $10 Million $15,060 _ Flat Fee b. Over $10 Million $O- FlatFee Capital and Operating Leases: a. Up To $10 Million $15,000 _ Flat Fee b. Over $10 Million $O7- Flat Fee G. QZABs/Tax Credits $22,000 _ Flat Fee H. QZABs/Interest Subsidies 328,000 Fiat Fee 1. Incidental Expenses (Travel, Lodging, Meals, Postage, Telephone, Copies, Printing, All Other Miscellaneous Expenses; however, travel will only be pald in accordance with the District's travel policies) Not to Exceed $, Z, 000 per Issue J. Other transactional services needed but not identified in this fee schedule will be negotiated and agreed to by written and executed contract amendment approved by the School Board in advance of the commencement of such additional services, The hourly rates proposed for such other transactional services (not listed In sections A through I above) are as follows: Professional Fees $_I60O _/ Hour Primary-Counsel $_S7S _ /Hour Other Key Counsel $_ 326 /Hour Administrative Staff $_-O-__/Hour VENDOR (firm name): Ts / PA PRINT NAME OF AUTHORIZED REPRESENTATIVE: bert cc. Sarg SIGNATURE OF AUTHORIZED REPRESENTATIVE: Qn tite Principal Srarehalder are: Page 35 of 36 EXHIBIT D PERMITTED EXCEPTIONS TO RFP D-1 MIA 184373505v1 1. The Federal Regulatory Compliance Statement shall be modified as set forth in Attachment 1. The Non-Collusion Affidavit shall not be incorporated into this Agreement 2. Section 16 of the RFP shall read as set forth in Attachment 2. ATTACHMENT 1 REPLACEMENT - EXHIBIT 3 COMPOSITE FEDERAL FORMS FEDERAL REGULATORY COMPLIANCE STATEMENT The purpose of this document is to assure compliance by the Contractor (defined as any individual or company who agrees to provide materials or services at a specified price) to those certain clauses, provisions and requirements as described by applicable Federal Regulations, which apply to any resulting agreement between The School Board of Duval County, Florida (DCPS) and the Contractor. By signature, the individual executing this statement attests that he/she possesses authority to obligate the contracting firm and agrees to comply with all clauses, provisions and requirements as described below throughout the term of the agreement. 2. The Contractor agrees to maintain all records related to this agreement for a period of three years after the final payment for the agreement and after all other matters are closed. 3. The Contractor affirms that it is equal opportunity and affirmative eetion-employer and shall comply with all epplicable desler state and. local laws and anreen ee but not ib linited to: Baerstire 1964; Equal "Pay A Act of 1963; Age Discrimination Act of 1967 Immigration 978i and Control Act of 1986;-Publie-Law-95-507; the Americans with Disabilities Act; 41-CFR-Part-60-and any additions or amendments thereto. D-3 4. The Contractor agrees to a provision for non-appropriations, whereby the contract will terminate if sufficient funds are not appropriated in any given fiscal year to allow DCPS to sustain the cost (if applicable). 5. The Contractor agrees to properly complete and submit to DCPS a federal debarment certification form for each renewal year of the Contract, if renewals apply, 6. The Contractor agrees to properly complete and submit to DCPS a non-collusion affidavit. 7. The Contractor agrees to properly complete and submit to DCPS a federal drug free workplace certification form. 8. The Contractor agrees the DCPS may terminate the contract at any time for any reason. If terminated for cause, the Contractor agrees the DCPS may seek remedies for damages, if applicable. 9. The Contractor agrees to comply with all applicable environmental standards, orders or requirements. CONTRACTOR: Greenberg Traurig, P.A. PRINT NAME OF AUTHORIZED REPRESENTATIVE: Robert C. Gang SIGNATURE OF AUTHORIZED: fron a REPRESENTATIVE: TITLE: Shareholder 16.0 16.1 16.2 16.3 16.4 ATTACHMENT 2 INDEMNIFICATION / HOLD HARMLESS AGREEMENT The Contractor shall, in addition to any other obligation to indemnify the Duval County School Board and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any negligent actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by the Contractor in the performance of the work; or liens, claims or actions made by the Contractor or any subcontractor or other party performing the work. The indemnification obligations hereunder shall not be limited to any extent on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. Any reasonable costs or expenses, including reasonable attorneys fees, incurred by the District to enforce the Agreement shall be borne by the Contractor. The Contractor recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant and expressly acknowledges the receipt of TEN DOLLARS ($10.00) payable upon receipt of first invoice and other good and valuable consideration provided by the District in support of this indemnification in accordance with the laws of the State of Florida. This article will survive the termination of the Contract. D-5 November 4, 2014, Regular Board Meeting Title = 36. BOND COUNSEL SERVICES Recommendation That the Duval County School Board recommends approval to enter into negotiations in order of ranking for Bond Counsel Services for the initial period from date of award through September 30, 2017. Negotiations will begin with the highest rated proposer and continue in order of ranking until an agreement is reached. Authorize the Board Chairman and Superintendent to affix their signatures to the contract upon approval as to the form by Legal Services. Recommend authority be delegated to the Superintendent or his designee to renew the contract for subsequent years provided terms and conditions are favorable to the school district and subject to availability of funds. There are three (3) potential one year renewals. Description A Request For Proposal (RFP) was developed for Bond Counsel Services for long and short term debt and distributed to vendors. Responses have been received and evaluated. Greenberg Traurig, received the highest score followed by Nabors, Giblin & Nickerson and Broad and Cassel respectively. (RFP-1-15/TW). Gap Analysis The need to contract for specialized legal services for Bonds (Certificates of Participation) and Notes financing. The District contracts for a financing team for the issuance of debt. The financing team consists of Bond Counsel, Financial Advisor and Underwriters firms to successfully complete debt financings. Due to the limited number of debt financings the School District performs, it is cost prohibitive to retain in house staff for these services. Previous Outcomes Nabors, Giblin & Nickerson has been the District's Bond Counsel since the inception (October 1,2000) of the District's Certificates of Participation Master Lease Program. Recently completed Bond Counsel services: Series 2012 Qualified Zone Academy Bonds (QZABS) $29M for Technology Series 2013A Certificates of Participation (COPs) $16M for Douglas Anderson School of the Arts Series 2014A Refunding $36M for Refinancing 2005A Certificates of Participation (COPs) for Arlington Middle School and Nutrition Service Center. Expected Outcomes Professional Bond Counsel Services for the issuance of Bonds and Notes will assure that the District is receiving the highest quality of legal advise for future debt financings and that financing documents-are compliant with statutory requirements. Strategic Plan Goal Strategic Plan Goal - Ensure Effective, Equitable & Efficient Use of Resources Financial Impact Last contract period approximately $268,000 was expended. The new contract is not to exceed $300,000. Generally, bond issuance proceeds cover most of the cost for specialized Bond Counsel services for debt financing. My Contact LaTrell Edwards, Chief Financial Officer, 390-2653 Stephen Bright, Executive Director, 390-2322 November 4, 2014, Regular Board Meeting Title 36. BOND COUNSEL SERVICES Recommendation That the Duval County School Board recommends approval to enter into negotiations in order of ranking for Bond Counsel Services for the initial period from date of award through September 30, 2017. Negotiations will begin with the highest rated proposer and continue in order of ranking until an agreement is reached. Authorize the Board Chairman and Superintendent to affix their signatures to the contract upon approval as to the form by Legal Services. Recommend authority be delegated to the Superintendent or his designee to renew the contract for subsequent years provided terms and conditions are favorable to the school district and subject to availability of funds. There are three (3) potential one year renewals. Description A Request For Proposal (RFP) was developed for Bond Counsel Services for long and short term debt and distributed to vendors. Responses have been received and evaluated. Greenberg Traurig, received the highest score followed by Nabors, Giblin & Nickerson and Broad and Cassel respectively. (RFP-1-15/TW). Gap Analysis The need to contract for specialized legal services for Bonds (Certificates of Participation) and Notes financing. The District contracts for a financing team for the issuance of debt. The financing team consists of Bond Counsel, Financial Advisor and Underwriters firms to successfully complete debt financings. Due to the limited number of debt financings the School District performs, it is cost prohibitive to retain in house staff for these services. Previous Outcomes Nabors, Giblin & Nickerson has been the District's Bond Counsel since the inception (October 1,2000) of the District's Certificates of Participation Master Lease Program. Recently completed Bond Counsel services: Series 2012 Qualified Zone Academy Bonds (QZABS) $29M for Technology Series 2013A Certificates of Participation (COPs) $16M for Douglas Anderson School of the Arts Series 2014A Refunding $36M for Refinancing 2005A Certificates of Participation (COPs) for Arlington Middle School and Nutrition Service Center. ict lips Uni al NOV 04 Professional Bond Counsel Services for the issuance of Bonds and Notes will assure that the District is receiving the highest quality of legal advise for future debt financings and that financing documents are compliant with statutory requirements. Strategic Plan Goal - Ensure Effective, Equitable & Efficient Use of Resources Financial Impact Last contract period approximately $268,000 was expended. The new contract is not to exceed $300,000. Generally, bond issuance proceeds cover most of the cost for specialized Bond Counsel services for debt financing. My Contact LaTrell Edwards, Chief Financial Officer, 390-2653 Stephen Bright, Executive Director, 390-2322 BOND COUNSEL SERVICES RFP NO. 1-15/TW EVALUATION SUMMARY EVALUATION SUMMARY Point Attainment out of 400 Available Percentage BROAD AND CASSEL 254 63.50% GREENBERGTRAURIG, P.A. 306 76.50% NABORS GIBLIN & NICKERSON 304 76.00% - Recommended Vendor DUVAL COUNTY PUBLIC SCHOOLS PURCHASING SERVICES Consolidated Service Center 4880 Bulls Bay Highway Jacksonville FL 32219 PHONE (904) 858-4848 FAX (904) 858-4868 www.duvalschools.org/purchasing July 31, 2014 Request For Proposal (RFP) Bond Counsel Services RFP No. 01-15/TW ADDENDUM NO. 1 This addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any attached documents. QUESTIONS/REQUESTS FOR CLARIFICATION ATTACHED ADDITIONAL INFORMATION Please note the opening date of August 14, 2014, 2:00 P.M. http://www.duvalschools.org/purchasing Page 1 of 3 DUVAL COUNTY PUBLIC SCHOOLS Bond Counsel Services RFP No. 01-15/TW QUESTIONS AND REQUESTS FOR ADDITIONAL INFORMATION PRESENTED BEFORE THE DEADLINE July 31, 2014 Question #1: In the past, our firm has partnered with many minority or women owned business enterprises that were selected by the agency. We would be more than happy to work with a MBE firm selected by DCPS. For the purpose of this RFQ response, are we required to select a MBE firm prior to submitting, or are we agreeing that, if selected, we will abide by the rules governing the DCPS MBE program? Answer: For the purpose of the RFP evaluation, the company would need to provide a plan that includes the names of the MBE (s) they plan to use, the scope of services they will provide and the amount they will be compensated for those services to achieve the 5% goal on this contract. Question #2: Can you please provide the name of the DCPS's current bond counsel? Answer: Nabors, Giblin and Nickerson, P.A. Question #3: What are the current rates? Answer: SEE ATTACHED Question #4: This is a request for clarification of one or more items in the RFP referred to above. In 7.0 C. 2. you ask for proof of our professional liability insurance. In Section 15 the RFP sets forth insurance requirements for workers comp, commercial general liability, automobile liability and professional liability. Under the latter, it states in 15.5(c ) that except as specifically authorized, the insurance may be subject to a deductible not to exceed $15,000 per claim. My question is whether it is the intent of DCPS to apply these additional insurance requirements to law firms rendering legal services, in addition to the requirement for professional liability insurance. And since a $15,000 deductible is not available in the industry, is the District willing to consider appropriate levels of coverage given the financial strength of the law firm? Answer: It is the intent to apply the insurance to the firm that wins the RFP. If that is a bank then it is the responsibility of the bank to require subs to comply. Deductibles are negotiable. Page 2 of 3 ATTACHMENT C RFP 3-10/LG BOND COUNSEL SERVICES FEE SCHEDULE A. Tax Exempt Lease/Purchasing (COPs, QSCBs, BABs & Refunding): a. First $25 Million Bonds Issued $1.25 /Bond b. Next $25 Million Bonds Issued $_1.00 /Bond c. Per Bond Thereafter $_0.75 /Bond d. Minimum Fee $_35,000.00 e. Maximum Fee $_80,000.00 Point assignment for Program Cost criterion will be based upon the above fee structure. THE FOLLOWING ITEMS WILL NOT BE USED FOR THE PURPOSE OF POINT ASSIGNMENT B. General Obligation Bonds: a. First $25 Million Bond Issued $_1.00 /Bond b. Next $25 Million Bond issued $0.75 /Bond c. Per Bond Thereafter $_0.50 /Bond d. Minimum Fee $_30,000.00 e. Maximum Fee $_70,000.00 C. Sales Tax Bonds: a. First $25 Million Bond Issued $_1.00 /Bond b. Next $25 Million Bond Issued $_0.75 /Bond c. Per Bond Thereafter $_0.50 /Bond d. Minimum Fee $_35,000.00 e. Maximum Fee $_80,000.00 D. Pari-Mutuel (Sales Tax Replacement) Bonds a. Up To $10 Million Bond issued $_2.00 /Bond b. Over $10 Million Bond issued $_1.00 /Bond Page 1 of 2 Page 3 of 3 ATTACHMENT C E. Short Term Note Bank Loans (TANS & RANS): a. Up To $10 Million $_15,000.00 Flat Fee b. Over $10 Million $20,000.00 __ Flat Fee F. QZABs $_15,000.00 __ Flat Fee G. Incidental Expenses Not to Exceed $_3,500.00" per Issue (Travel, Lodging, Meals, Postage, Telephone Copies, Printing, All Other Miscellaneous Expenses) NON-TRANSACTIONAL FEE SCHEDULE Professional Fees SeawwProkesstonal Shareholder $ 19500 Hour ARAAHYIK Associate $_160.00 / Hour mdminiswatioastare Paralegal $_65.00 Hour VENDOR (firm name): Nabors, Giblin & Nickerson, P.A. PRINT NAME OF AUTHORIZED REPRESENTATIVE: 0% Stores SIGNATURE OF AUTHORIZED REPRESENTATIVE: C MW g Vb TITLE Shareholder DATE: August 20, 2009 *Exclusive of the cost of transcripts/cd-roms which run about $3,000.00 plus for a typical COPS transaction. Page 2 of 2 Duval County Public School www.duvalschools.org 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 4880 Bulls Bay Highway FAX: (904) 858-4868 Jacksonville, FL 32219 July 15, 2014 Request for Proposals (RFP) Required Response Form BOND COUNSEL SERVICES RFP No. 01-15/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 4880 Bulls Bay Highway, Jacksonville, FL 32219-3235, no later than 2:00 p.m. on August 14, 2014, and plainly marked RFP No. 01-15/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. on the date due will not be considered. Anti-Collusion Statement / Public Domain I, the undersigned vendor have not divulged, discussed, or compared this proposal with any other vendors and have not colluded with any other vendor in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. I acknowledge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, F.S. Proposal Certification I hereby certify that I am submitting the following information as my company's response and understand that by virtue of executing and returning with this response this REQUIRED RESPONSE FORM, I further certify full, complete, and unconditional acceptance of the contents of all pages, inclusive of this Request for Qualifications, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual signature is required. ATTACHMENT A sme re Page 1 of 36 REQUEST FOR PROPOSALS (RFP) RFP NO. 01-15/TW Bond Counsel Services Anticipated Schedule RFP Release Date: July 15, 2014 Deadline for Written Questions: July 29, 2014, 4:00 p.m (EDT) Proposals Opened: August 14, 2014, 2:00 p.m (EDT) Presentation (if required) and Evaluation: August 21, 2014 Contract Award: October 7, 2014 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 4880 Bulls Bay Highway Jacksonville, Florida 32219 sme re Page 2 of 36 DUVAL COUNTY PUBLIC SCHOOLS RFP: BOND COUNSEL SERVICES RFP No. 01-15/TW INDEX 1.0 Introduction 2.0 Ex Parte Communication 3.0 Preparation and Submission Requirements 4.0 Familiarity with District and Additional Information 5.0 Anticipated Time Schedule 6.0 Proposal Evaluation and Award 7.0 Proposal Format and Evaluation Criteria 8.0 Proposal Evaluation Process 9.0 Replacement of Primary Counsel, other Key Counsel and Staff 10.0 Termination, Suspensions, and Remedies 11.0 Default 12.0 Legal Requirements 13.0 Federal and State Tax 14.0 Conflict of Interest 15.0 Insurance Requirements 16.0 Indemnification/Hold Harmless Agreement 17.0 Public Records Law 18.0 Permits and Licenses 19.0 Public Entity Crimes 20.0 Assignment of Contract and/or Payment 21.0 Agreement 22.0 Dispute 23.0 Disclaimer 24.0 Minority Participation Encouragement Page 3 of 36 ATTACHMENTS TO BE COMPLETED AND RETURNED AS A PART OF EACH PROPOSAL: A. Required Response Form B. Fee Schedule C. Minority Business Enterprise Participation form EXHIBITS: 1. Evaluation Worksheet 2. Good Faith Efforts Statement 3. Federal Forms Page 4 of 36 DUVAL COUNTY PUBLIC SCHOOLS RFP: BOND COUNSEL SERVICES RFP No. 01-15/TW 1.0 INTRODUCTION: 1.1 Purpose: The purpose and intent of this Request for Proposals (RFP) is to solicit sealed Proposals from qualified sources to establish a contract for Bond Counsel Services. An agreement will then be entered for the selected Firm (Contractor) to provide the described services for Duval County Public Schools (DCPS or the District). 1.2 General Information about the District: The District and its governing board were created pursuant to Section 4, Article IX of the Constitution of the State of Florida. The District is an independent taxing and reporting entity managed, controlled, operated, administered, and supervised by the Districts school officials. The Board consists of seven elected officials responsible for the adoption of policies, which govern the operation of the District. The Superintendent of Schools is responsible for the administration and management of the schools within the applicable parameters of state and federal laws and regulations, State Board of Education Rules, and School Board policies. The Superintendent is also specifically delegated the responsibility of maintaining a uniform system of records and accounts in the District. The District is coterminous with Duval County, which covers 850 square miles. The FY13-14 budget for the District totaled roughly $1.711 billion, including an operating budget of roughly $1.055 billion and a capital budget of roughly $191 million. The District operates 179 facilities, including administrative areas, elementary schools, middle schools, high schools and specialized schools. As approximately the 22nd largest school district in the nation, the District serves 120,000 to 130,000 students (The student population changes annually). It is the second largest employer in Jacksonville with approximately 8,200 teachers and a similar number of support staff at 104 elementary schools, 2 K- 8 schools, 24 middle schools, 19 high schools, and 2 middle/senior high schools, 3 exceptional student centers, 7 alternative schools, 1 virtual school and administrative facilities. Page 5 of 36 The administration of this Contract is a function of the Districts Business Services Department. All post- award communications shall be directed to Executive Director, Business Services. A Copy of the Districts Comprehensive Annual Financial Report for fiscal year ended June 30, 2013, which includes an unmodified opinion, may be accessed on the District website at the following address: http://www.duvalschools.org/Page/10243 1.3 District Objectives/Scope of Services: The successful Contractor shall furnish all necessary management and resources (including but not limited to sufficient legal counsel, support staff, equipment, materials and supplies) to provide a complete scope of bond/special counsel services for the District. The successful Contractor will be responsible to provide special counsel services for a comprehensive debt obligation program for competitive and negotiated, taxable and tax exempt instruments including, but not limited to: General Obligation Bonds; General Obligation Refunding Bonds; Sales Tax Bonds; Certificates of Participation (equipment and real estate); Certificates of Participation Refunding (equipment and real estate); Qualified Zone Academy Bonds; Qualified School Construction Bonds; Build America Bonds; Capital Appropriation Bonds; Tax Anticipation Notes; Revenue Anticipation Notes; Bond Anticipation Notes; Capital and Operating Leases; Forward Delivery Agreements; Bank Loans; and any other various short term and long term debt to fulfill the objectives of the District. All Services shall be fully, timely, and continuously performed by the Contractor in a manner in accordance with the Scope of Services as set forth in this RFP. The required services may include, but are not limited to the following (collectively, the Services): 1. Advise the District as to the legal feasibility of any financing program proposed by District staff, the Districts Financial Advisor, underwriters or developers representatives and advise as to compliance of the program with applicable law and pending or proposed revisions in the law, including the Internal Revenue Code and regulations. 2. Keep the District informed of changes in state or Federal law relating to tax-exempt financing. 3. Advise as to procedures, required approvals and filings, schedule of events for timely issuance, potential cost-saving techniques and other legal matters relating to issuance of the bonds, whether the financing is undertaken by competitive bid or negotiated sale, or whether involving 501(c)(3) organizations or otherwise. 4. Provide general ongoing advice to DCPS on financing matters related to both existing debt obligations and new debt obligations. http://www.duvalschools.org/Page/10243 Page 6 of 36 5. Attend DCPS meetings and/or City meetings on an as-needed basis; attend any meetings of the School Board or its committees and other governmental and non-governmental groups, when so requested. 6. Develop and maintain a time schedule for debt issuance; assure that all parties comply with the schedule. 7. Prepare or assist in the preparation of all documents relating to the issuance of debt obligations in cooperation with underwriters and financial advisors engaged by DCPS. 8. Prepare bond ordinance(s) and resolutions(s) (specifically including, but not limited to, Duval County School Board, Duval School Board Leasing Corporation resolutions and City Council legislation), award resolutions (and any other necessary resolutions such as an inducement resolution for an issue), and any amendments thereto, in order to authorize and issue new money or refunding bonds, notes or other obligations. 9. Prepare any trust indenture escrow deposit agreement; trustee, registrar or paying agent agreement; and any other agreements or similar documents necessary, related, or incidental to a financing. 10. Prepare all pleadings (e.g. complaint, notice of service, proposed answer, memorandum of law, proposed order, etc.) and conducting the validation hearing and any appeals related thereto or arising therefrom, if validation is recommended by the Districts legal counsel. 11. If sale is by competitive bid, assist in preparation of the bid documents, notice of sale, Preliminary Official Statement and Official Statement, assist with evaluation of bids, and prepare any other documentation or action necessary to conduct a sale of the bonds in that manner. 12. If sale is by negotiated sale, assist in preparation of the Preliminary Official Statement and Official Statement and review the bond purchase agreement and other documentation or action necessary to conduct a sale of the bonds in that manner. 13. Review all disclosure documents prepared or authorized by DCPS insofar as such documents describe the bonds and summarize the underlying documents. 14. Prepare, obtain, deliver, and file all closing documents necessary in connection with the sale and issuance of the bonds or notes, including but not limited to, certified copies of all minutes, ordinances, resolutions and orders; certificates such as officers, seal, incumbency, signature, no prior pledge, arbitrage and others; continuing disclosure agreements; notices and filings with the State Division of Bond Finance and Internal Revenue Services; and verifications, Page 7 of 36 consents, and opinions from accountants, engineers, special consultants and attorneys. Attend bond pre-closing with DCPS. 15. Issue standard, comprehensive bond counsel opinion as to the legality of the bonds, the security for their payment and the exemption or exclusion from federal income taxation of the interest on the bonds. 16. Compile all closing documents and deliver two (2) complete bound sets and five electronic sets to the District, and such other copies as may be necessary for other participants in the transaction. 17. Perform an analysis of the tax and other legal consequences to DCPS associated with major potential transactions which may not involve a debt issuance but which may involve other projects. This includes but is not limited to review of existing contracts and drafts of proposed contracts as well as participation in the negotiation of contracts, and includes a review of whether the proposed transactions affect or may be affected by existing debt covenants. 18. Advise DCPS as to compliance with Internal Revenue Service regulations, Securities and Exchange Commission (SEC) disclosure and other relevant rules, federal anti-trust laws, and any other federal, state, and local legislation applicable to DCPS, and assist DCPS in any litigation arising therefrom. 19. Assist DCPS in obtaining and complying with any necessary Internal Revenue Service private letter rulings. 20. Prepare or review necessary documents for compliance with SEC secondary market filings and disclosure rules, and NRMSIR requirements (if not prepared by or reviewed by disclosure or other counsel). 21. Assist DCPS in negotiating and preparing the necessary documents to obtain liquidity support for commercial paper notes, VRDOs, or for any short-term financial facilities, and/or any other borrowing or financing facilities, either for capital or short term working capital purposes. 22. Review and revise, if necessary, current and future bond documents subsequent to execution for any possible omissions, errors or changes in federal, state and local laws that may affect the original financing, including but not limited to, tax certificates. 23. Assist DCPS in any necessary duties required of bond counsel in executing transactions relating to securities lending, interest rate swaps and hedges, interest rate caps or collars, options or futures programs or any risk management transactions which will provide DCPS financial benefit. Page 8 of 36 24. Prepare any necessary certificates, notices of call, legal opinions, or other documents and issue any legal opinions that may be required on or before the redemption date of outstanding debt. 25. Issue necessary bond counsel opinions relating to the effects on the tax-exempt status of outstanding debt if a re-optimization of the investments held in an established escrow is performed. 26. Advise DCPS as to the appropriate disposition of unspent debt proceeds and in determining that the use of such proceeds is in compliance with federal, state, and local law as well as applicable bond resolution requirements. 27. Advise DCPS and assist in preparing required documents for DCPS and other governmental authorities for joint financing and/or investment activities. 28. Assist in the preparation of the Annual Disclosure Report and associated services for meeting annual disclosure requirements, including all material event notices, and any other disclosure requirements (if not prepared or reviewed by disclosure or other counsel). 29. Draft and recommend provisions and covenants of DCPS to be contained in bond resolutions and other financing documents including but not limited to bond amounts, dates, maturities, interest rates, redemption provisions, flow of funds, debt service coverage requirements, reserve funds, rates and charges, security pledges and conditions relating to the issuance of any additional bonds. Also prepare, review and/or comment on documentation to be utilized in conjunction with, and recommend the legal structure of derivative products such as variable rate/residual rate financings, interest rate swap transactions, bond insurance, tax information regarding any changes in tax laws that may affect DCPS, its bonds or its investors, and similar matters related to DCPS financings. 30. Assist, if requested, in the preparation of information necessary to obtain favorable bond ratings for DCPSs financings and in the presentation of this information to the bond rating organizations. 31. Assist with legal advice in development and implementation of a rating agency strategy to improve the ratings of DCPSs debt and advise DCPS on its overall debt management program. 32. If requested, review general contracts and/or preparing and negotiating of contracts for specific projects. 33. Establish and implement special assessments. Page 9 of 36 34. If any services, functions or responsibilities not specifically described herein are necessary for the proper performance and provision of the services, they shall be deemed to be implied by and included within the scope of the services to the same extent and in the same manner as if specifically described herein. 35. With respect to any Services not specifically provided in this RFP (Additional Services), the District reserves the right to engage third parties to provide these Additional Services. However, the Contractor may agree to provide these Additional Services at a fair and negotiated price upon the Districts request, pursuant to the hourly rate to be set forth by Contractor in Attachment B (section J) and pursuant to a subsequent written and executed change order to the Agreement resulting from this RFP. 1.4 Contract Term: The District shall select a Contractor to provide complete special counsel services as herein described for the District commencing from the date of award through September 30, 2017 (subject, however, to availability of lawfully appropriated funds for each District fiscal year). The Contract may thereafter be renewed for three (3) additional one (1) year periods, upon the consent and agreement of both parties. The fee structure of the Contractor shall remain firm for the entire contract term including any and all renewal periods. 2.0 EX PARTE COMMUNICATION: Ex parte communication, whether verbal or written, by any potential Proposers or representative of any potential Proposers to this RFP with District personnel or Office of General Counsel personnel involved with or related to this RFP, other than as expressly designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the Proposers proposal. Ex parte communication (whether verbal or written) by any potential Proposers or representative of any potential Proposers to this RFP with District Board members is also prohibited and will result in the disqualification of the Proposers. Notwithstanding the foregoing, communications are permissible by this Section when such communications with a prospective respondent are necessary for, and solely related to, the ordinary course of business concerning the Districts existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a bid initiate communications to any member(s) of the Duval County School Board; it being understood such communication initiated by a vendor under these circumstances would not be in the ordinary course of business). Page 10 of 36 3.0 PREPARATION AND SUBMISSION REQUIREMENTS: Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 3.1 All proposals must be received no later than 2:00 p.m. (EDT), on August 14, 2014. If a proposal is transmitted by US Mail or other delivery medium, the Proposers(s) will be responsible for its timely delivery to Purchasing Services, 4880 Bulls Bay Highway, Jacksonville FL 32219-3235. Any proposal received after the stated time and date or at other location will not be considered and will be returned unopened to the Proposers(s) after the evaluation. 3.2 One manually signed original, two (2) photocopies, and six (6) exact copies on CD ROM (in .pdf format) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: BOND COUNSEL SERVICES" on the outside of the package. The legal name, address, Proposers' contact person, and telephone number must also be clearly annotated on the outside of the package. The manually signed original shall be clearly marked as ORIGINAL. Once accepted, all original proposals and any copies of proposals become the sole property of the District and may be retained by the District or disposed of in any manner the District deems appropriate. All proposals must be signed by an officer or employee having authority to legally bind the Proposers(s). Any corrections of unit prices must be by line-outs of the original prices with correct amounts typed or written in and initialed by the originator. Corrections made using correction fluid (white out) or any other method of correction are unacceptable. NOTE: It is the sole responsibility of each respondent to assure all proposal copies are EXACT duplicates of the original proposal. CD copies will be utilized by the Evaluation Committee for the purpose of evaluation of proposals. Any information contained in the original proposal which has not been transferred to the CDs or photocopies will NOT be considered. The original document will be used solely for official record keeping purposes. 3.3 Potential Proposers shall not contact, by written or verbal communication, any District employee, Office of General Counsel or School Board Member for information regarding this RFP other than as expressly permitted by this RFP. Page 11 of 36 Additions, deletions or modifications to information contained in the RFP document will be presented to all potential Proposers by means of a written addendum, if necessary. No verbal or written information which is obtained other than by information in this document or by addendum to this RFP will be binding on the District. Any questions or requests for clarification regarding this RFP shall be submitted to Mr. Terrence Wright, Purchasing Services in writing at the address as shown on the cover letter or via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 pm. EDT on July 29, 2014 unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. 3.4 Any proposal may be withdrawn prior to the date and time the proposals are due. Any proposal not withdrawn will constitute an irrevocable offer, for a period of ninety (90) days, to provide the District ample time to award the Contract for the services specified in the proposal and this RFP. Concurrent with the delivery of the Proposers proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A (Required Response Form), a completed and properly signed Attachment B (Fee Schedule) and a completed and properly signed Attachment C (Minority Business Enterprise Participation Form). 4.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with any and all conditions and requirements that may in any manner affect the services to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that he or she is familiar with all conditions. The failure to familiarize himself or herself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 5.0 ANTICIPATED TIME SCHEDULE: The District will attempt to adhere to the following time schedule: July 15, 2014 RFP Distribution July 29, 2014, 4:00 p.m. Deadline for questions August 14, 2014, 2:00 p.m. Proposal Opening mailto:wrightt@duvalschools.org Page 12 of 36 August 21, 2014 Proposer Presentations (if required) & Committee Evaluation October 7, 2014 Board Approval - Contract Award Date Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. The District reserves the right to schedule a Mandatory pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. 6.0 PROPOSAL EVALUATION AND AWARD: 6.1 Minimum Eligibility Requirements: In order to be considered for evaluation, the Proposers shall demonstrate sufficient capacity, resources and experience to provide complete professional bond/special counsel services as required by the District. At a minimum, Proposers shall: A. Demonstrate an understanding of the Districts unique legal services needs and requirements concerning debt financing. B. Provide satisfactory evidence of sufficient resources, experience and qualifications of the firm and of key personnel who will be assigned to the Districts account. C. Demonstrate experience in providing legal services for Certificates of Participation transactions, Qualified Zone Academy Bonds, Qualified School Construction Bonds, General Obligation Bonds, Sales Tax Bonds and other types of long term debt financing. D. Demonstrate experience in providing legal services for Tax Anticipation Notes, Revenue Anticipation Notes, and other types of short term debt financing. E. Demonstrate a willingness and ability to devote the necessary resources to provide information and support to the District on an as needed basis. NOTE: The items above shall be clearly outlined in the proposal. 6.2 Districts Rights and Reservations A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its sole discretion request clarification or other information to evaluate any or all proposals. Page 13 of 36 C. The District reserves the right, before awarding the Contract, to require Proposers(s) to submit additional evidence of qualifications or any other information the District may deem necessary. D. The District reserves the right, prior to its Board approval, to cancel the RFP or portions thereof, without liability to any Proposers or the District. E. The District reserves the right to: (1) accept the proposals of any or all of the items it deems, at its sole discretion, to be in the best interest of the District; and (2) the District reserves the right to reject any and/or all items proposed. F. The District reserves the right to further negotiate any proposal, including price, with the highest rated Proposer. If an agreement cannot be reached with the highest rated Proposer, the District reserves the right to negotiate and recommend award to the next highest ranked Proposer or subsequent Proposer(s) until an agreement is reached. 7.0 PROPOSAL FORMAT AND EVALUATION CRITERIA: In order to maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not contain ALL items listed in this section will be considered non-responsive. A. FORM OF PROPOSAL (Attachment A): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. EXPERIENCE AND REFERENCES: (15 points) Provide the following general information about your firm: 1. The size of the firm (national and regional/local). 2. Organizational structure. 3. List specific experience with General Obligation and Sales Tax referendums/ financing for school districts and other governmental agencies within the last 5 years. 4. Experience with school districts and other governmental agencies in Florida within the last 5 years. Show a wide range of experiences with different financing vehicles both long term (bonds) and short term (notes). 5. List a minimum of three (3) previous, similar sized educational/institutional contracts during the past five (5) years. Include names, titles, phone numbers and valid email addresses. Provide a brief outline of each contract with information regarding services performed and any other information deemed relevant. 6. List a minimum of three (3) current educational/institutional contracts (distinct from those above) together with contact names and valid contact information as listed above. Provide Page 14 of 36 a brief outline of each contract with information regarding services performed and any other information deemed relevant. 7. Include a brief description of all lawsuits that are pending and/or filed against the Proposer over the last three (3) years and any disciplinary action taken against the Proposer. 8. List any contracts which have been terminated early or upon renewal within the past five (5) years and explain the reason for early termination or non-renewal and include contact names, titles and phone numbers. 9. Provide information on any legal or regulatory violations, pending or actual investigations by the SEC or other regulatory agencies the firm has been involved within the last (3) years. C. FINANCIAL ABILITY: (10 points) Proposer must provide the following: 1. Describe any planned, recent or previous (three (3) years ended December 31, 2013), downsizing, mergers or acquisitions pertaining to your firm and any departures of principal partners, investors or shareholders. 2. Provide proof of level and types of insurance carried, including the deductible amount, to cover errors and omissions, improper judgments, or negligence. 3. Discuss any fee-splitting arrangement(s) between the firm and any other firm, individual or entity in which fees are shared regardless of whether such arrangement(s) is expected to involve the District-related transactions. 4. Provide a recent credit rating and/or credit history report for your firm. 5. Indicate if the firm or any of the partners ever declared bankruptcy or has the firm or any of the partners caused the declaration of bankruptcy. D. ORGANIZATION AND KEY PERSONNEL: (20 points) Proposer must provide the following: 1. Identify the legal support team that will be responsible for providing the required contract services at the resident, regional and corporate level (as is applicable), their years of experience with the firm and types of debt financing they have worked on. 2. Provide detailed resumes for the primary special counsel and other key counsel who will be assigned to the District account. 3. Indicate the specific individual who would serve as the day-to-day contact and be responsible to the District. Provide contact information. Identify any special recognition they have received in their field. 4. General information is required for (management staff/administrative support) personnel at the regional/local and corporate levels that will assist counsel in providing services to the District (if applicable). 5. Provide an organization chart and your firms process for replacing primary counsel and other key counsel when necessary. Page 15 of 36 E. FIRMS CAPABILITIES AND APPROACH: (20 points) Proposer must provide the following: 1. Describe how your firm would assist the Board in developing and implementing any new financing program. 2. Describe any special expertise your firm has in any particular segment of the bond industry along with any additional features, attributes or conditions that should be considered in evaluating your firm. 3. Describe your firms ability to ensure that the proposed financing is in compliance with applicable Federal, State and other regulatory provisions. 4. Discuss your understanding of the major bond insurers requirements with regard to title insurance, property and casualty insurance on the facilities to be financed and security covenants. 5. Discuss any unique or innovative ideas your firm has developed to meet school District financing needs including information on clients for which the firm has assisted. 6. Discuss the firms involvement in other school district/governmental matters which the Proposer believes would be of benefit to the District. Include the name, telephone number and valid email address of a contact person at each organization. 7. Describe any additional features, attributes or conditions that should be considered in evaluating your firm. F. PROGRAM COST: (30 points) Complete and submit Fee Schedule (Attachment B) The firm submitting the lowest overall cost fee structure will receive all available points for this category. All other respondents will receive points proportionate to the lowest cost response (ex.- a response that is 20% higher than the lowest submitted cost will receive 20% fewer points). When submitting your fee schedule, remember that fees will not be paid until after a successful financing has occurred (closed) and the District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of the services provided in accordance with the terms and conditions of the agreement. Any penalty for delay in payment shall be in accordance with applicable law. G. MINORITY BUSINESS ENTERPRISE MBE PARTICIPATION: (5 points) Proposer must provide the following: 1. Brief outline of the Proposers MBE program and participation history; including contact names and phone numbers of minority vendors. 2. Submit a detailed explanation of how the Proposer will achieve the Districts MBE Participation goal of 5%. Proposers are advised that the Districts MBE participation requirement include all expenses with the exception of salaries and management fees. Certified minority vendors may be found at the following sites: Page 16 of 36 http://www.duvalschools.org/Domain/4441 http://www.coj.net/departments/office-of-economic-development/equal-business- opportunity-contract-compliance.aspx. 4. Complete the attached MBE Participation Form (Attachment C). NOTE: All Proposers must complete and return, as a part of this item; the attached Minority Business Enterprise Policy and Proposed Schedule of Participation Form (Attachment C). 8.0 PROPOSAL EVALUATION PROCESS: Proposals are received and publicly opened. Only names of Proposers are read at this time. An Evaluation Committee will convene, review and evaluate all proposals submitted based on the factors set forth in this RFP. Purchasing personnel will participate in an administrative and advisory capacity only. The Evaluation Committee reserves the right to interview any or all Proposers and to require a formal presentation with the key people who will administer and be assigned to work on the contract before recommendation of award. This interview is to be based upon the written proposal received. All proposals will be evaluated in accordance with the evaluation criteria specified in this document. Information derived by investigation and overall due diligence of District staff will be considered. Based on the proposals received, the District may elect to proceed based on any of the following options, but will not necessarily be limited only to these options: (1) Award to the best initial proposal without any further discussion or negotiation; (2) Negotiate with the highest ranked Proposer; or, (3) Allow the top ranked Proposers make oral presentations. Proposers are advised to provide their best offer with the initial proposal because the District reserves the right to award a Contract based on initial proposals without further discussion or negotiation. The proposal most advantageous to the District in its sole discretion will be selected. The District reserves the right to negotiate out unacceptable clauses or restrictions incorporated within an otherwise acceptable proposal. In the event that a mutually acceptable contract between the District and the selected Proposers cannot be successfully negotiated and executed, then the District http://www.duvalschools.org/Domain/4441 http://www.coj.net/departments/office-of-economic-development/equal-business-opportunity-contract-compliance.aspx http://www.coj.net/departments/office-of-economic-development/equal-business-opportunity-contract-compliance.aspx Page 17 of 36 reserves the right to discontinue negotiations with such Proposers and to negotiate and execute a Contract with the next-ranked Proposers. The District reserves all rights, in its sole discretion, not to issue an award to any Proposers, to cancel this RFP at any time, to reissue this RFP for any reason, or a combination of any or all of the above. The District will not be liable to any Proposer for any costs incurred in connection with this RFP as a result of any of the above stated actions taken by the District. Purchasing Services will prepare and submit a recommendation agenda item to the Superintendent of Schools, Duval County, Florida. After consultation with District and/or General counsel for his recommendation pursuant to Section 126.310, Ordinance Code, the Superintendent will then recommend to the School Board the award or rejection of any and/or all proposal(s). The School Board will then award or reject any or all proposal(s). 9.0 REPLACEMENT OF PRIMARY COUNSEL, OTHER KEY COUNSEL AND STAFF: Replacement of the primary Special Counsel to be assigned to the District contract shall require prior written approval by the District. Replacement of primary Special Counsel, other key counsel and staff assigned to the Districts contract must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes of replacement primary counsel and other key counsel may be required to be submitted to the District for review. The District reserves the right to interview replacement primary Special Counsel prior to approval. The successful Contractor shall provide any and all necessary training for legal counsel and staff employed under the terms of the Contract with the District. 10.0 TERMINATION, SUSPENSION, AND REMEDIES: 10.1 The District reserves the right to terminate any Contract resulting from this RFP, at any time and for any reason upon giving a minimum of sixty (60) days prior written notice to the Contractor. If said Contract should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Contract. The District will only be required to pay to the Contractor that amount of the Contract actually performed to the date of termination. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that the Contractor shall in no Page 18 of 36 event have the reciprocal right to terminate the Contract; it being understood that the Districts payment of the Contract fees forms the consideration for the Contractor not having this right to terminate for convenience. In the event of the Districts termination of the Contract, the District (in its sole election) may also require the Contractor to provide the Transition Assistance set forth in section 10.3 of this RFP. 10.2 In the event any of the provisions of the Contract are breached by the Contractor, the Superintendent or designee will give written notice to the Contractor stating the deficiencies and unless the deficiencies are corrected within the applicable cure period set forth in this RFP (and if none is stated, then ten (10) days), the District may terminate the Contract. Upon termination hereunder, the District may pursue any and all legal remedies as provided herein and by law. Notwithstanding the foregoing, and in addition to the remedies set forth herein, the District may elect the following in its sole discretion, and without any obligation whatsoever to make this election. If Contractor is unable to reasonably cure a deficiency within ten (10) days after receiving the Districts notice notwithstanding Contractors continuous and diligent efforts to do so, the District may elect, in its sole discretion, to permit Contractor to cure the deficiency as soon as is reasonably practicable using continuous and diligent efforts, but in no event more than thirty (30) days after receipt of the Districts notice. Until the earlier of either (1) the deficiencies are cured or (2) this agreed upon cure period expires, the Contractor remains obligated to perform the Services without degradation and in accordance with the Contract. 10.3 In order to provide transition assistance to the District in the event that the Contract is terminated or expires, the Contractor agrees that the District may provide written notice to the Contractor retaining the Contractor for a mutually agreed upon period of time (at a minimum of one calendar month, plus up to five (5) additional calendar months on a month-by-month basis at the Districts sole and unilateral election) on the same terms and conditions set forth in the Contract (the Transition Assistance). Transition Assistance could be invoked, by way of example, to complete a transaction authorized by the agreement that was initiated during the term of the agreement. 10.4 The provisions of this section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District as set forth in Section 10.2 of this RFP. 11.0 DEFAULT: In the event that the Contractor breaches the Contract, then the District reserves the right to seek any Page 19 of 36 and all remedies in law and/or in equity. 12.0 LEGAL REQUIREMENTS: 12.1 It shall be the responsibility of the Contractor to be knowledgeable of and adhere to the stipulations of any federal, state, county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by the Contractor will in no way be a cause for relief from responsibility. Upon award, Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement the following, all of which shall be incorporated into the Agreement by this reference, and which are attached as composite Exhibit 3: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 12.2 Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under the Agreement on account of race, color, sex, religion, age, handicap, marital status, national origin, citizenship status, creed, religious affiliation, sexual orientation, gender identity, disability, veteran status, or any other protected status under applicable law. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin be excluded from participation in, be denied services, or be subject to discrimination under any provision of the Agreement. 12.3 Proposers affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable federal, state and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions or amendments thereto. 12.4 JESSICA LUNSFORD ACT: The Contractor shall comply and be responsible for the costs associated with the Jessica Lunsford Act, which became effective on September 1, 2005. The Act states that contractual personnel who are permitted access to school grounds when students are present or who have direct contact with students must meet Level 2 requirements as described in Section 1012.32, Florida Statutes. Contractual personnel shall include any vendor, individual or entity under contract with the District. Page 20 of 36 Current employees that have met the requirements of this Act with the District, and are in good standing, could be available for immediate employment with the successful Proposer. Any current employees compliance with the Act is valid for one-year and would have to be renewed during a contract year as his/her current background check expires. All background checks (initial and renewals) will be at the expense of the Contractor. 12.5 Other Legal Requirements: All the personnel assigned by the Contractor and any subcontractor shall be authorized under state and local laws to perform such services, whether by appropriate license, registration, certification or other authorization (including, but not limited to, attorneys performing the Services being a member of the Florida Bar in good standing). The Contractor represents and warrants that its performance of the Services shall be rendered with promptness and diligence and shall be executed in a workman-like manner, in accordance with the practices and high professional standards used in a well-managed operation performing services similar to the Services. The Contractor represents and warrants it will use an adequate number of qualified individuals with suitable training, education, experience, and skill necessary to perform the Services and the Contractor represents and warrants it will perform the Services in an efficient and cost- effective manner. 12.6 Representations and Warranties. 12.6.1 The Contractor warrants that it is a duly formed business entity duly organized and existing in good standing under the laws of the State of its formation and is entitled and shall remain licensed to carry on its business as required for its performance pursuant to the Contract in the State of Florida. The Contractor agrees that it will comply with all rules and regulations of governmental bodies governing its performance under this RFP and the resulting Contract whether or not such specified in the Contract and Exhibits. The Contractor further warrants that the execution and delivery of the Contract and the terms and conditions herein have been duly authorized by proper corporate and/or partnership action (as the case may be). 12.6.2 The Contractor shall comply with all applicable federal, State and local laws, ordinances, rules, and regulations pertaining to the performance of the Services and all matters pertaining to the Contract, as the same exist and as they may be amended from time to time. The Contractor acknowledges and agrees that it is subject to the requirements of the Public Records Law, Chapter 119, Florida Statutes, for all matters pertaining to the Contract. 12.6.3 Each Party agrees to continue performing its obligations under the Contract while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance. Page 21 of 36 12.6.4 Each Party agrees that, in its respective dealings with the other Party under or in connection with the Contract, it shall act in good faith. 12.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 12.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 12.7.1 This RFP and any Contract resulting there from shall be interpreted and enforced in accordance with the laws of Florida and it shall be binding upon and injure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Venue for any action arising out of the Contract shall lie exclusively in the jurisdictional courts located in and for Duval County, Florida. 12.7.2 The Contract shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 12.7.3 Except for the provisions requiring Contractor to pay the Districts reasonable attorneys fees and costs for any matter arising under Section 16 of the RFP (which shall control), in the event of any other conflict arising from the Contract, each party shall pay its own attorneys fees and costs. 12.7.4 Should any provision of the Contract be determined by the Courts to be illegal or in conflict with any laws of the State of Florida or of the United States Government, the remaining provisions shall not be impaired, and such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of the Contract shall remain valid and in full force and effect. 12.7.5 Nothing set forth in any provision of the Contract shall mean or be construed that the District has waived, altered, or amended in any manner whatsoever the limitations or provisions of section 768.28, Florida Statutes, regarding the Districts sovereign immunity. 12.7.6 The Contract may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. 12.7.7 The Article and Section headings and the table of contents used herein are for reference and convenience only and shall not enter into the interpretation hereof. 12.7.8 The Contractor is, and shall at all times be, an independent contractor under the Contract and not an agent of the District. Nothing in the Contract nor any actions taken by or arrangements entered into Page 22 of 36 between the Parties in accordance with the provisions of the Contract shall be construed as or deemed to create as to the Parties any partnership or joint venture. Neither Party shall have any authority to bind or commit the other Party contractually or otherwise to any obligations whatsoever to third parties. 12.7.9 The Contract is entered into solely between, and may be enforced only by, the District and the Contractor, and the Contract shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or employees of either Party, or to create any obligations of a Party to any such third parties. 12.7.10 Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under the Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under the Contract shall not relieve the other Party from responsibility for complying with the requirements of the Contract, nor shall it be construed as a waiver of any rights under the Contract, except as and to the extent otherwise expressly provided in such approval or consent. 12.7.11 Any provision of the Contract which contemplates performance or observance subsequent to any termination or expiration of the Contract, including those provisions relating to the obligations of Contractor in connection with the Transition Assistance, shall survive any termination or expiration of the Contract and continue in full force and effect. 12.7.12 All media releases, public announcements, and public disclosures by either Party relating to the Contract or the subject matter of the Contract, including promotional or marketing material, shall be coordinated with and approved by the other Party prior to release. 12.7.13 Time is of the essence in the Contract. If any date of significance hereunder falls upon a Saturday, Sunday, or legal holiday, such date shall be deemed moved forward to the next day which is not a Saturday, Sunday or legal holiday. Saturdays, Sundays and legal holidays shall not be considered business or working days. 12.7.14 Priority of documents (in case of any conflict among the RFP, the proposal and the contract, the priority shall be to the contract first, any addenda released for this RFP second, the RFP third and the proposal last. Any exceptions to the RFP made by proposer are not accepted unless affirmatively agreed to in writing by the District. 12.7.15 Every notice, approval, consent or other communication authorized or required by the Agreement awarded pursuant to this RFP shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below Page 23 of 36 or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: With copy to: (information to be provided upon award and execution of contract) If to the District: With copy to: The School Board of Duval County, Florida Office of Legal Services 1701 Prudential Drive 1701 Prudential Drive, Room 653 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Superintendent Nikolai P. Vitti, Ed.D. Phone: (904) 390-2111 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor in writing promptly upon commencement of the services. Once so designated, each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. For purposes of the District representative for the day-to-day activities, the District Administrator shall be the Executive Director of Business Services. 12.7.16 Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. For the breach or violation of these provisions, the District shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 12.7.17 Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractors business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 13.0 FEDERAL AND STATE TAX: Page 24 of 36 The District is exempt from federal and state taxes for tangible personal property. The Contractor doing business with the District will not be exempted from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor will any Contractor be authorized to use the Districts Tax Exemption Number in securing such materials. 14.0 CONFLICT OF INTEREST: 14.1 All Proposers must disclose the name of any officer, director, or agent who is also an employee of the District. All Proposers must disclose the name of any District employee who owns, directly or indirectly, any interest in the Proposers business or any of its branches. 14.2 Non-Collusion Statement / Public Domain I, the Proposer, attest that I have not divulged, discussed, or compared this proposal with any other Proposers and have not colluded with any other Proposers in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. All information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, Florida Statutes. 15.0 INSURANCE REQUIREMENTS: 15.1 Description of the CONTRACTOR Required Insurance. Without limiting any of the other obligation or liabilities of the CONTRACTOR, the CONTRACTOR shall (and shall also require of any of its subcontractors) at the CONTRACTORs sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. 15.2 Workers Compensation/Employers Liability. The Workers Compensation/Employers Liability insurance provided by the CONTRACTOR shall conform to the requirements set forth herein. (a) The CONTRACTORs insurance shall cover the CONTRACTOR (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub- subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than Page 25 of 36 the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. (b) The policy must be endorsed to waive the insurers right to subrogate against DCPS, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver Of Our Right To Recover From Others Endorsement (Advisory Form WC 00 03 13) with DCPS, and its members, officials, officers and employees scheduled thereon. (c) Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the minimum amount of coverages for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit 15.3 Commercial General Liability. The Commercial General Liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under the Agreement. The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. The coverage may include restrictive endorsements which exclude coverage for liability arising Page 26 of 36 out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead (b) The limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence (c) The CONTRACTOR shall include DCPS and the DCPSs members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding DCPS and the DCPSs members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services Office. (d) Except with respect to coverage for property damage liability, or as otherwise specifically authorized in the Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The CONTRACTOR shall pay on behalf of DCPS or the DCPSs member, official, officer or employee any such deductible or self-insured retention applicable to a claim against DCPS or the DCPSs member, official, officer or employee for which the DCPS or the DCPSs member, official, officer or employee is insured as an additional insured. 15.4 Business Auto Liability. The automobile liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State of Florida by ISO without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, non-owned and hired autos used in connection with the Agreement.

1701 Prudential Drive Jacksonville, FL 32207Location

Address: 1701 Prudential Drive Jacksonville, FL 32207

Country : United StatesState : Florida

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