SAMPLE: REQUEST FOR PROPOSALS
BOND COUNSEL
[Kitchen Sink Template]
Robert R. Hoon
University of North Carolina Wilmington 2007
_____________________
University Housing Corporation
Request for Proposals for Bond Counsel
The _____ Corporation, located in _________, ___________, is seeking bond counsel to provide legal
services and opinions associated with debt issuance and debt management associated with the
development of additional student housing on the University of _____________________ Wilmington
campus.
I. Background
THE UNIVERSITY OF ______________________
By act of the State Legislature, the University became a . . .
As a State-owned institution, the University is subject to and regulated by the various agencies of
the Department of Administration of the State. All external audits are performed by the state Auditors.
OUTSTANDING INDEBTEDNESS
As of January 1, 200_, the University had outstanding indebtedness in the principal amount of
$______________. The following table describes this indebtedness by amount issued, amount retired,
amount outstanding and final maturity:
ISSUE
DORM & DINING HALL
Series _
Series _
Total System Bonds
PHYSICAL EDUCATION
UNION SYSTEM
RECREATION SYSTEM
GENERAL REVENUE
2002A
2002B
2003A
2003B
Total General Revenue
Total Bonds
PARKING LOT NOTE
ATHLETIC FIELD LEASE
TOTAL INDEBTEDNESS
AMOUNT
ISSUED
$_________
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
AMOUNT
RETIRED
$__________
AMOUNT
OUTSTANDING
FINAL
MATURITY
$___________
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The Dormitory and Dining Hall System bonds are secured by a pledge of the net revenues from the
existing University Dormitory and Dining Hall System. The Physical Education, Union and Recreation
bonds are secured by a pledge of the student fees collected in those areas.
II. Scope of Work
Bond counsel services include customary support for the issuance of revenue bonds for Phase II
development of housing on the campus. The finance structure will involve the use of a special or single
purpose entity established for the support and benefit of the University on housing or other specified
projects.
The University desires the development of another student housing project through the use of a special
purpose entity (Housing Phase II, currently estimated at $__ million). Other possible projects and periodic
advice are included in bond counsel scope of services as identified and requested by the institution.
A. Bond Counsel Services
In cooperation with other members of the finance team, bond counsel shall provide, among others, the
following services:
(i)
Milestone schedules, substantive coordination, and execution of all tasks required for the
necessary document reviews and approvals of pertinent state boards, agencies, and/or entities; written and
oral advice to the University covering the procedural and legal requirements for each financing (including,
as appropriate, prior parity covenants), consulting with appropriate University departments associated with
each debt issue to ensure that all legal matters associated with the issue are understood and provided for,
with particular attention during the debt planning phase to ascertain and explain the legal requisites for the
issuance of tax-exempt debt for the subject issuance;
(ii)
Familiarity with and preparation of, or assisting other finance team members as necessary
in preparation and negotiation of all resolutions, transactional documents, and any other documentation
necessary for and to comply with procedural and temporal requirements, including specifically timely
reviews and approvals of all transaction documents from the following entities: Board of Regents/Trustees,
Board of Governors, etc;
(iii)
Preparing draft and final authorizing documents, arbitrage certificates, and all other closing
documents, reviewing bond purchase contracts, and presiding over closings for bonds and other evidences
of indebtedness;
(iv)
Attending personally or by conference call University related meetings, as necessary, at
which debt issues are considered and, as requested, attending bid openings and other meetings with
University officials and staff;
(v)
Assisting the University as requested in presenting legal information relating to the
authorization and issuance of the University’s debt to bond rating organizations and credit enhancement
providers;
(vi)
Printing and delivering the debt instruments, including reviewing and approving bond and
note proofs to ensure that the obligations are perfectly accurate in every detail, or assisting the University in
the issuance and delivery of book-entry obligations;
(vii)
(a) Reviewing any preliminary and final official statements to ensure that the documents
are complete and accurate concerning procedural and legal matters; and (b) drafting sections of the official
statements: (1) describing the bonds, any related financing documents, the purposes of the bonds,
sources of repayment and security for the bonds, and application of bond proceeds; (2) summarizing the
authority for bond issuance(s); (3) describing tax exemption and other federal tax consequences of
ownership of the bonds; and (4) describing continuing disclosure obligations of the University;
(viii)
Providing written opinions to the University and others at the University’s request as to the
authorization and validity of debt instruments and underlying documents, on the application of debt limits,
and on the exclusion from gross income for federal income tax purposes of the interest on the debt
instruments;
(ix)
Providing an opinion to the University and others at the University’s request that the
sections of the official statement specifically identified in paragraph (vi) above are true and correct, and
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
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accurately summarize the documents they purport to summarize; providing a 10b-5 opinion expressing that
no facts have come to bond counsel’s attention that would cause bond counsel to believe that the official
statement is materially false or misleading or that material information was omitted; and providing other
customary supplemental opinions;
(x)
Establishing necessary special purpose entities for specified debt and finance structures
and preparing and filing completed Internal Revenue Service forms on behalf of the University and/or these
entities;
(xi)
Advising the University both during and between financings on related legal matters
including: (a) the effect of potential, introduced and enacted legislation that might impact outstanding and
future University financings; (b) compliance with provisions of all applicable tax laws; (c) detailed
instructions for complying with arbitrage rebate reporting requirements, including assisting the University in
preparing any information required by the Internal Revenue Service relating to arbitrage reporting; and (d)
assisting the University in meeting its obligations for continuing disclosure under applicable SEC Rules;
(xii)
Answering legal questions arising from post-issuance matters, including performing such
legal work as is necessary to resolve such issues;
(xiii)
Providing general legal advice to the University or pertinent special purpose entity which is
related to, but not yet part of, a potential new debt issue; and
(xiv)
Providing other services customarily performed by bond counsel.
Each opinion provided by bond counsel must be authored and signed manually in the individual name of a
partner or principal of bond counsel whose practice is primarily concerned with municipal finance.
All draft documents prepared by bond counsel shall, unless otherwise directed, be provided to the
University in Microsoft Word format showing all revisions black-lined against earlier versions.
B. Additional Services upon Request
The University may from time to time request in writing, through its Vice Chancellor/President for Business
Affairs, that lawyers in the bond counsel firm provide services outside the scope of work identified in
Section II-A but which constitute finance-related work. That work will be compensated at the hourly rates
that become part of the fee arrangement described in Section IV-C-v and to be set forth in the contract for
bond counsel services, unless another arrangement is made. The University or special purpose entity will
be obligated to compensate bond counsel for such work at hourly rates only if it has made a written request
for that work before it is commenced.
C. Term
The University’s retention of a selected firm will be an at-will relationship.
III. Minimum Qualifications; Staffing; Indemnification; Insurance
A. Law Firm Qualifications
Responding law firms must (a) be listed as bond counsel in The Bond Buyer’s Municipal Marketplace (the
“Red Book”), (b) have a significant presence or nexus of contacts in the State of North Carolina, (c) be
familiar with North Carolina law and federal tax and securities laws, and (d) have extensive experience and
capacity for providing public finance legal services to local governments and/or universities in the State of
North Carolina.
B. Professionals within the Law Firm
For purposes of availability, at least two (2) named firm attorneys shall be assigned to the University’s
account. Each such attorney shall be a member in good standing of the [applicable] State Bar Association
and shall have no disciplinary proceedings pending against him or her. Work on the University’s account
shall be performed only by the individuals identified in bond counsel’s statement of qualifications unless
bond counsel obtains, for each additional person, the prior written approval of the University. All work
under the contract to be executed with the selected bond counsel firm shall be performed by or under the
direct supervision and control of a municipal finance partner or principal of the law firm.
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
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C. Indemnification {optional clause – can void E&O coverage depending upon policy and insurer}
The law firm selected as bond counsel to the University shall indemnify and hold the University harmless
from any and all losses, claims, actions, damages and expenses arising out of or resulting from bond
counsel’s performance or lack of performance under its contract. The contract shall provide for bond
counsel’s obligation, at its sole cost and expense, to defend against any suit based upon such losses,
claims, actions, damages or expenses brought against the University and, if final judgment be adverse to
the University, to satisfy the same. To the extent this clause or requirement obviates, voids, or is in
contravention of any proposer’s errors & omissions or professional liability coverage, it shall be stricken and
omitted from the agreement for services between the prevailing firm and the non-profit Corporation and/or
Housing LLC.
D. Insurance
The law firm selected as bond counsel must provide the University with satisfactory evidence of
professional liability insurance (“errors and omissions”). All deductibles shall be the responsibility of bond
counsel.
IV. Statement of Qualifications
A. Length
Statements of Qualifications shall be limited to ten (10) typed pages, exclusive of two-page résumés.
B. Experience and Qualifications
(i)
Please limit to no more than one page, why the University should select your firm as its
bond counsel.
(ii)
Provide a listing of all counties, cities, governmental units, and universities in the State of
___________ for which the firm is currently under contract as bond counsel.
(iii)
List the firm’s experience as lead bond counsel on state issues since January 1, 2001
(iv)
Please provide the following:
a). Identify the lead partner or principal and all other specific individuals who will be
assigned to the contract.
b). Describe the anticipated division of duties among partners, associates and
paralegals.
c). Provide qualifications and experience for each.
d). If any additional firm lawyers may be available for consultation, even though they
are not assigned to work with the University, identify them and their specialized
expertise.
e). A two-page résumé or curriculum vita for each attorney may be attached to (and
will not be considered to fall within the page limit for) the statement of qualifications.
f). If the firm intends to assign different lead partners or principals for different
types of bond issues, please explain and designate.
(v)
Identify the partner or principal whose name and individual manual signature will appear
along with the firm name on legal opinions.
C. Fees
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
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Please provide a proposal for calculating all fees, expenses, and costs associated with your services and
the method of reimbursing out-of-pocket expenses and other costs. The fee proposal should include the
manner in which your work will be documented. A specific fee per transaction need not be identified; the
institution intends to negotiate a fee with the firm prior to each issuance.
D. References
Please provide at least two references each for:
(a) General obligation bond issues; and
(b) Revenue bond issues for which the firm has acted as lead bond counsel.
Please list any special projects and reference contacts for which the firm has provided specialized financerelated legal services.
Please ensure an individual, organization, address, telephone number and email is included for each
reference listed above.
E. Conflicts of Interest
Disclose any existing or potential conflict of interest arising from the law firm’s relationships with or
representation of other parties that should be considered as a factor in determining your objectivity in
representing the University as bond counsel. Provide sufficient facts, legal implications and possible
effects in order for the University to appreciate the significance of each potential conflict and grant an
appropriate waiver, if necessary. The contract between the successful respondent and the University will
contain provisions, among others, (i) acknowledging that bond counsel is considered to be attorneys for the
entire University and all of its colleges, departments, units, boards, systems, and officers; (ii) requiring
written notice to the University as soon as bond counsel becomes aware that there may arise, there is or
there may be an actual or potential conflict of interest; (iii) requiring written waivers from the University of
actual or potential conflicts of interest; and (iv) acknowledging the University’s right to decline to waive any
actual or potential conflict of interest.
Selected bond counsel shall also comply in all respects with Board of Governors policy on potential
conflicts of interest:
[State specific]
[600.1.2
Adopted 06/14/96
Amended 05/11/01
As a prerequisite to designation as bond counsel, a law firm must either (a) certify that it is not now
engaged in the representation of any party who is, or who has given notice of its intention to
become, a party to any lawsuit in which the University, or a constituent institution of the University,
or an officer of the University named in his or her official capacity is a party defendant or (b) provide
a list of instances in which the law firm does represent a party with an adverse interest to the
University as described in (a) above. If a law firm does represent a party with an adverse interest,
then the President will decide on a case by case basis whether or not to waive the conflict. For the
duration of its service as bond counsel to the University, the law firm must agree that it will not
represent a party with an adverse interest to the University as described above unless the
University, through the President, agrees in writing to waive the conflict.]
V. Submission of Statements of Qualifications
Five (5) paper copies of each statement of qualifications should be received by _____ no later than 4:00
p.m., local time, on August 26, 2005. No electronic or facsimile copies will be accepted. Statements
should be enclosed in a sealed envelope marked “Statement of Qualifications as Bond Counsel” and shall
be addressed or delivered as follows:
_____ Corporation
Attn:
601 University Drive
Admin Bldg
City, State zip
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
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In addition, one (1) electronic copy of the statement of qualifications (in Microsoft Word) should be emailed
to administrative assistant ________________.
VI. Selection
The University will evaluate all statements of qualifications which are timely submitted. The University
reserves the right to reject any or all statements in whole or in part. The University may request additional
information from any respondent during the evaluation of qualifications.
Evaluation Panel; Interviews: An evaluation panel comprised of representatives of the University will
conduct interviews of selected respondents considered to be final candidates. Those interviews will be
scheduled with finalists on _____________, 200_. The counsels identified in section III.B are expected to
attend the interviews.
Selection: Approval by the Vice Chancellor/President for Business Affairs is required before final selection
is communicated. Approval by the University President may be required before final selection can be
communicated.
VII. Miscellaneous
Nothing contained herein shall be construed as an offer for services; this RFP constitutes a
solicitation of offers to qualified firms to serve as bond counsel. This request for qualifications does
not obligate the University to contract for any services.
No Reimbursement for Costs of Submissions or Interviews: Respondents shall not be reimbursed for any
costs incurred in the preparation and submission of statements, or preparation for and attendance at any
oral interviews or presentations.
Reservation of Rights: The University reserves the right (a) to request clarification of any submission, (b) to
modify or alter any of the requirements herein, (c) to reject any or all statements of qualifications, (d) to
waive all irregularities and informalities in the statements submitted, (e) to re-solicit for statements of
qualifications if desired, and (f) to accept the statement that is in its judgment most advantageous to the
public and the University.
Contract for Bond Counsel Services: It is expected that prospective bond counsel’s proposal and any
additional material related to the scope of services shall be incorporated and referenced in a confirming
letter of appointment as _____ bond counsel.
Inability to Reach Final Agreement: If unable to reach final agreement with the firm initially chosen, the
University reserves the right to negotiate with the firm with the next most favorable submission until an
agreement is reached or the University abandons the solicitation.
Questions regarding this request for proposals should be directed via email to ____________, [title].
On behalf of the _________Corporation Housing LLC, we thank you for your firm’s interest.
Robert R. Hoon, Assoc Gen Counsel, UNCW 2007
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