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2018 BOND AND DISCLOSURE COUNSEL SERVICESSOLICITATIONTO SERVE AS BOND AND/OR DISCLOSURE COUNSELOffice of the State Treasurer101 North Carson Street, Suite #4Carson City, Nevada 89701 Release Date:April 13, 2018Submission Deadline:May 11, 2018 @ 3:00 PM PT(Refer to Section 4- Solicitation Timeline for the complete schedule.)For additional information, please contact:Authorized Contact:State Treasurer’s OfficeIsabel Li, Management Analyst III isabelli@ (Refer to Section 20-Proposal Submission and Packaging Instructions for complete instructions on submitting a proposal.) Firm Information Coversheet(Include this Firm Information Coversheet in Tab II of the Technical Proposal.)Firm must provide all requested information in the space provided next to each numbered question.1Firm InformationName:Street Address:City, State, Zip:Website Address:2Firm Proposal ContactName:Title:Street Address:City, State, ZipEmail Address:3Telephone Number for Firm Proposal Contact PersonArea Code: Number: Extension: 4Name of Individual Authorized to Bind the FirmName:Title:5Signature of Individual Legally Authorized to Bind the FirmSignature:Date:Table of ContentsPageFIRM INFORMATION COVERSHEET 2OVERVIEW 5GENERAL PROPOSAL CONDITIONS 7AUTHORIZED CONTACT INFORMATION 9SOLICITATION TIMELINE 10ACRONYMS/DEFINITIONS 10SCOPE OF SERVICES-BOND COUNSEL 12SCOPE OF SERVICES-DISCLOSURE COUNSEL 14QUALIFYING CRITERIA 15CERTIFICATION 16FIRM BACKGROUND 18FIRM REFERENCES 22SUBSTANTIVE SCORED QUESTIONS 23COST INFORMATION 27QUESTIONS AND ANSWERS 28AMENDMENTS AND ADDENDA 28EVALUATION OF PROPOSALS AND SELECTION OF COUNSEL 29DEBRIEFING OF UNSUCCESSFUL RESPONDENTS 31TERMS AND CONDITIONS 31CONTRACT TERMS AND CONDITIONS 32 PROPOSAL SUBMISSION AND PACKAGING INSTRUCTIONS 34SUBMISSION CHECKLIST 43ATTACHMENT A-CONFIDENTIALITY AND CERTIFICATION OF INDEMNIFICATION 44ATTACHMENT B-TECHNICAL PROPOSAL CERTIFICATION OF COMPLIANCE WITH TERMS AND CONDITIONS OF SOLICITATION 45ATTACHMENT C-FIRM CERTIFICATIONS 46ATTACHMENT D-CONTRACT FORM 47ATTACHMENT E-INSURANCE SCHEDULE 48ATTACHMENT F-REFERENCE QUESTIONNAIRE 49ATTACHMENT G-KEY PERSONNEL RESUMES 50ATTACHMENT H-BOND AND DISCLOSURE COUNSEL COST PROPOSAL 51 ATTACHMENT I- STATE OF NEVADA BOARD OF FINANCE AND STATE TREASURER DEBT MANAGEMENT POLICY 52 OverviewThe State of Nevada (the “State”) Office of the Treasurer (the “Office”) is soliciting qualified firms (no joint proposals), interested in providing bond counsel and/or disclosure counsel (bond counsel together with disclosure counsel, “Counsel”) services in connection with the issuance of bonds, notes, or other securities. The State is an issuer of tax-exempt and taxable general obligation bonds, revenue bonds, certificates of participation, and other securities.All debt must be authorized by specific legislation providing for the specific programs or projects to be financed. Such legislation provides the Board of Finance (the “Board”) with the authority to approve and authorize the sale and issuance of securities.Pursuant to Nevada Revised Statutes (NRS) 226.110(10), the Office, upon direction of the Board, is responsible for the issuance of any obligation authorized on the behalf and in the name of the State, except as otherwise provided in NRS 538.206 (Colorado River Commission Bond Issuance), and except for those obligations issued pursuant to chapter 319 of NRS (Housing Bonds), and NRS 349.400 to 349.987 (Revenue Bonds for Industrial Development) inclusive.Historically, securities have been issued to fund programs/projects such as, but not limited to:Capital Improvements (Biennial Legislative Act)Colorado River Commission (NRS 538.166) Economic Development (NRS 360.991)Highway Revenue (Motor Vehicle Fuel Tax) bonds (NRS 408.273)Historic Preservation Grants (NRS 383.530) Lease-Purchase Agreements (NRS 353.500)Marlette Lake Water System (NRS 331.160)Municipal Bond Bank (NRS 350AOpen Space Bonds (2001 Assembly Bill 9)Safe Drinking Water State Revolving Fund (NRS 445A.290) Slot Tax Bonds (NRS 463.385)Tahoe Environmental Improvement (NRS 321.596)Unemployment Compensation (NRS 612.6122)Water Pollution Control State Revolving Fund (NRS 445A.155)Water System Grants (NRS 349.986)Generally, the State issues debt on a competitive sale basis, but negotiated or private placement sales may be conducted as circumstances warrant. Debt issuances generally range between $5 million and $300 million, may include multiple series, and are usually comprised of the following five types of securities: (1) general obligation; (2) general obligation with the pledge of a specific revenue source; (3) revenue; (4) appropriation based certificates of participation secured by the commitment of the State to pay debt service, subject to annual appropriation by the Legislature; or (5) refundings of prior issuances.For each debt issuance, the Office retains separate law firms to act as bond counsel and disclosure counsel. Counsel works closely with the offices of the Governor, Treasurer, Controller, Attorney General and other State departments and agencies; the State’s financial advisors; registrars/paying agents; select underwriting teams; bond insurers; and municipalities.Bond counsel advises and assists in developing the legal and structural framework of the issuance in compliance with applicable federal, state, and municipal laws and regulations; drafts the various documents necessary or appropriate for the authorization, issuance, sale and delivery of the securities, including preparation of resolutions, opinions, closing certificates, federal tax forms; reviews and edits the preliminary and final offering documents; renders unqualified opinions concerning the validity and the tax-exempt status of the securities; prepares final transcript documents; and keeps the Office informed of rulings, findings, and changes in law which impact the issuance and post-issuance compliance of State securities.Occasionally, bond counsel may be asked to advise the Governor and/or his staff and the State Legislature on debt-related issues, assist in reviewing and drafting debt-related legislation, assist with IRS audits, assist in reviewing and/or drafting post-issuance policies and procedures, and conduct post-issuance compliance trainings.In compliance with federal and State regulatory agencies, and with the assistance of the State, disclosure counsel prepares the disclosure on the State for the preliminary and final official statements (“Offering Documents’), reviews and/or drafts the Continuing Disclosure Certificate and/or the Disclosure Dissemination Agreement, provides the “10b-5 Opinion” with respect to the Offering Documents, and keeps the Office informed of rulings and findings which impact the post-issuance compliance and ongoing disclosure obligations of the State securities.Occasionally, disclosure counsel may be asked to assist with ongoing and/or annual disclosure filings, assist with regulatory initiative compliance, assist in reviewing and/or drafting ongoing disclosure policies and procedures, and conduct disclosure compliance trainings.The Office intends this solicitation process to result in the selection of several qualified firms for inclusion in a Counsel Pool (“Pool”). The size and composition of the Pool will be determined as part of the selection process.The contract period executed with each firm selected for the Pool is four years commencing on or about July 1, 2018.General Proposal ConditionsThe Office reserves the right to select firms for each transaction based upon the experience and expertise of the service providers, the nature and purpose of the issue, the type and structure of securities issuance, and the merits of services provided to the Office.The Office reserves the right, at its sole discretion; to award transactions outside of the qualified Pool of firms should a firm possess a unique or cost-saving structuring idea and/or special expertise required for a specific financing.In order to maintain continuity of legal services, the Office may appoint one firm to act as primary bond counsel for the State. Other firms in the Pool may be called upon to act as bond counsel on individual transactions in certain situations such as if the primary bond counsel has a conflict of interest or another firm in the Pool has greater expertise for a specialized transaction or as co-counsel. In order to maintain continuity of disclosure, the Office may appoint one firm to act as primary disclosure counsel in general or for a particular securities program. Other firms in the Pool may be called upon to act as disclosure counsel on individual transactions in certain situations such as if the primary disclosure counsel has a conflict of interest or another firm in the Pool has greater expertise for a specialized transaction. The Office reserves the right to review performance of the selected firms on an ongoing basis and any firm may be reassigned or eliminated at any time by the Office.The State makes no representation or warranty of any nature that any firm selected pursuant to this solicitation will participate in any minimum or maximum number of financings, or in financings that involve any minimum or maximum dollar amounts, therefore, the State cannot guarantee any firm selected a minimum amount of work or compensation. Compensation for a security issuance is made ONLY upon a firm’s selection for a security issuance and upon the successful completion of that security issuance.Selected firms will be responsible for notifying the Office in writing of material changes in ownership, organization, personnel, litigation or conflicts, or any other material changes or developments, as soon as possible but in all cases no later than within thirty days of their occurrence.Each Respondent, by submitting a proposal, represents that: (1) it read and understands the solicitation; (2) it is qualified to perform the Scope of Services as described in Sections 6 and/ or 7 of this solicitation based upon prior relevant professional experience; (3) it has all the professional qualifications, licenses, certifications and registrations necessary to provide the scope of services; and (4) if selected, it will fully comply with all federal, state and local laws, ordinances, rules and regulations that apply to providing bond counsel and /or disclosure counsel services.This solicitation along with the Attachment I-State of Nevada Board of Finance and State Treasurer Debt Management Policy outlines services expected of selected Counsel. By responding to this solicitation, firms acknowledge receipt of Attachment I and accordingly, accept responsibility for complying with these written policies and procedures and agree to comply with any future revisions when notified by the Office.All material submitted in response to this solicitation will become the sole property of the Office. In preparing its proposal, each Respondent should be aware that some or its entire proposal may be subject to public inspection and/or reproduction. Any restrictions on the disclosure or use of data and materials contained within a proposal must be clearly labeled in the proposal itself with the indication of enclosed proprietary information clearly noted on Attachment A-Confidentiality and Certification of Indemnification. If proprietary information is submitted, it must be clearly labeled and packaged in accordance with Section 20-Proposal Submission and Packaging Instructions of this solicitation.Firms shall utilize an electronic copy of the solicitation in order to prepare their proposals. The solicitation is available in Word format on the Office’s website: . The proposal must be presented in a format that corresponds to and references sections outlined within this solicitation and must be presented in the same order. Written responses must be in bold/italics in an easily distinguishable font of not less than 12 points and placed immediately following the applicable question, statement and/or section. The Respondent must submit a proposal that clearly provides all of the information required in this solicitation. Emphasis should be made on conformance to instructions, responsiveness to requirements, and clarity of content. The Respondent is advised to thoroughly read and follow all instructions contained in this solicitation. Proposals that do not comply with these instructions, do not meet the full intent of all the requirements of this solicitation, or are materially incomplete may be subject to scoring reductions during the evaluation process or may be deemed non-responsive.The Office does not require, nor desire, any promotional material that does not specifically address the response requirements of this solicitation. No additional information should be submitted other than what is requested. Additional information will not be considered in the evaluation of proposals.The Office shall not be obligated for or provide reimbursement for any costs incurred by the Respondent in connection with this solicitation, including proposal preparation, providing additional information, or in activities related to the review of this solicitation or any interview costs.The Office reserves the right to request clarification regarding the contents of a proposal or request additional information. Other than to provide such information as may be required by the Office, no Respondent will be allowed to alter its proposal or to add new information after the Proposal Submission Deadline.The Office reserves the right to make any and all investigations as it deems necessary to establish the competency of any Respondent to perform services.The Office reserves the right, in its sole discretion, to accept or reject any or all portions of a proposal, waive informalities and minor irregularities in proposals, to negotiate with any or all firms considered, or to cancel this solicitation in whole or in part. The determination of whether any proposal is complete or was received on time is at the sole discretion of the Office.A Respondent may withdraw a proposal any time prior to the Proposal Submission Deadline by emailing written notification, signed by an authorized agent, to isabelli@. The proposal may thereafter be resubmitted, but not after the final Proposal Submission Deadline. Modifications offered in any other manner, oral or written, will not be considered.Any proposal delivered after the Proposal Submission Deadline as stated in Section 4-Solicitation Timeline, will be deemed ineligible. It is the Respondent’s sole responsibility to ensure all responses are delivered complete and on time. Respondents assume all risk for proposal delivery.Execution of Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation shall constitute an agreement to all terms and conditions specified in this solicitation, and all terms and conditions therein, except such terms and conditions that the firm expressly excludes by detailing them in Attachment B. Exceptions will be taken into consideration as part of the evaluation process.By submitting a proposal, the Respondent covenants that it will not make any claims or have any right to damages because of any misinterpretation or misunderstanding of the specifications or because of lack of information.In the event that a firm is selected for the Pool, the firm will enter into a contract with the State a form of which is attached as Attachment D-Contract Form to this solicitation. Authorized Contact InformationThis solicitation includes and imposes certain restrictions on communications between the Office and Respondents during the solicitation process. A Respondent is restricted from making contact (i.e. oral, written or electronic communications which a reasonable person would infer as an attempt to influence the award, denial, or amendment of the proposal) from issuance of the solicitation through final selection with any Office staff or munication between the Office and Respondents concerning the normal course of ongoing business is permitted.Any contact with Office staff or consultants other than the Office’s Authorized Contact Isabel Li, Management Analyst III at isabelli@ during this solicitation process may be grounds for disqualification.Solicitation TimelineThe following represents the proposed timeline for this solicitation. All times stated are Pacific Time (PT). These dates represent a tentative schedule of events. The Office reserves the right to modify these dates at any time. The Office also reserves the right to forego firm presentations and selection of firms based on the written proposals submitted.TaskDate/TimeRelease of Solicitation04/13/2018Question Submittal Deadline04/25/2018 @ 3:00 PMAnswers to Questions Posted to Website On or about 04/27/2018Reference Questionnaire Submission Deadline05/11/2018 @ 3:00 PMProposal Submission Deadline05/11/2018 @ 3:00 PMEvaluation Period (approximate time frame)05/11/2018-05/25/2018Firm SelectionsOn or about 6/01/2018Acronyms/DefinitionsFor the purposes of this solicitation, the following acronyms/definitions will be used:AcronymDescriptionAssumptionAn idea or belief taken for granted without proof of occurrence. A formal assumption taken to any statement/requirement identified within the solicitation and documented on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation.Confidential InformationAny information relating to the amount or source of any income, profits, losses or expenditures of a person, including data relating to cost or price submitted in support of a proposal.Cross ReferenceA reference from one document/section to another document/section containing related material.CounselBond and/or Disclosure Counsel.Evaluation CommitteeAn independent committee comprised of State officers or employees and/or persons who are not State officers or employees and possess expert knowledge or special expertise established to evaluate and score proposals submitted in response to the solicitation.ExceptionA formal objection taken to any statement/requirement identified within the solicitation and documented on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation.FirmFirm submitting a proposal in response to this solicitation.Key PersonnelFirm’s staff responsible for oversight of work during the life of the project and for deliverables, as applicable, assigned to the State.MayIndicates something that is not mandatory but permissible.MustIndicates a mandatory requirement. Failure to meet a mandatory requirement may result in the rejection of a proposal as non-responsive.NRSNevada Revised Statutes – All applicable NRS documentation may be reviewed via the internet at: leg.state.nv.us.OfficeState of Nevada Office of the Treasurer.PoolBond and Disclosure Counsel Pool.Proprietary InformationAny trade secret or confidential business information that is contained in a proposal submitted in conjunction with this solicitation. Pacific Time (PT)Unless otherwise stated, all references to time in this solicitation and any subsequent contract are understood to be Pacific Time.Public RecordsAll books and public records of a governmental entity, the contents of which are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and public records. (Refer to NRS 333.333 and NRS 600A.030 [5]).RedactedThe process of removing confidential or proprietary information from a document prior to release of information to others.RespondentFirm submitting a proposal in response to this solicitation.ShallIndicates a mandatory requirement. Failure to meet a mandatory requirement may result in the rejection of a proposal as non-responsive.ShouldIndicates something that is recommended but not mandatory. If the firm fails to provide recommended information, the State may, at its sole option, ask the firm to provide the information or evaluate the proposal without the information.StateThe State of Nevada and any agency identified herein.Trade SecretInformation, including, without limitation, a formula, pattern, compilation, program, device, method, technique, product, system, process, design, prototype, procedure, computer programming instruction or code that: derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain commercial or economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.WillIndicates a mandatory requirement. Failure to meet a mandatory requirement may result in the rejection of a proposal as non-responsive.Scope of Services-Bond CounselSecurities IssuanceThe Respondents selected for the Pool will be required to perform all legal services and duties customarily performed by bond counsel with respect to the issuance of securities. The following are to be included in the specific tasks to be performed with respect thereto. However, it is not to be considered as a complete list of tasks.Assist the Office’s Debt Management Deputy, financial advisors, purchaser or underwriter in the legal aspects of structuring the financing, including interpretation and application of state and federal laws and tax regulations pertaining to debt; Assist in structuring or evaluating the legal structure for investments of proceeds pending their expenditure that comply with state limitations on the investment of public funds and federal requirements for maintaining the exclusion of bond interest from federal income tax;Provide sophisticated legal advice on federal tax matters including, but not limited to, the use of proceeds, reimbursements, arbitrage, private activity, management contracts, investment and expenditure of proceeds, and other matters related to the federal tax exemption;As appropriate, draft or review enabling legislation or constitutional and statute amendments relating to the issuance of State debt and appear before State legislative committees if requested;Seek, on behalf of the State, any necessary opinions, letter rulings, or other documentation from the Internal Revenue Service or other bodies in connection with the securities;Prepare and review documents necessary or appropriate to the authorization, issuance, sale, and delivery of the securities including the coordination of the enactment and execution of these documents;Prepare all bond/certificate purchase agreements, notices of sale, bid forms, and other materials necessary to market the securities;Advise, review and/or prepare all contracts, leases, or agreements necessary in regard to lease-purchases, including but not limited to: (a) Certificates of Participation (COPs) contracts (i.e. Installment Purchase Contract, Management Contracts, Indentures of Trust ); and, if any (b) liquidity facility agreements and investment and trust agreements, relating to legal issues affecting the issuance of COPs;Assist in the preparation of the State’s private placement memorandum or Offering Documents including, but not limited to, those sections related to the legality and tax exempt status of the securities;Participate in board meetings and due diligence meetings and, as requested, other meetings relating to the issuance of securities or continuing legal advice as needed;Verify bids and computation of yields;Render an unqualified legal opinion concerning the validity of the security offering and whether and to what extent interest on the securities is exempt from income and other taxation;Assist in obtaining from other governmental authorities any approvals, permissions, and exemptions necessary or appropriate in connection with the authorization, issuance, sale and delivery of the securities; Prepare and distribute closing documentation and coordinate and conduct the closing of the security;Prepare the official transcripts (recordings of the proceedings of the financing), including all documentation relating to the authorization, offering, sale, and delivery of the issue within thirty days of the close in both hard copy and CD formats;Inform the Office of rulings and findings by Federal and State regulatory agencies, including but not limited to, the Internal Revenue Service (IRS), the U.S. Securities and Exchange Commission (SEC), the Municipal Securities Rulemaking Board (MSRB), and State Legislature, which impact State financings; andAs necessary, assist the Office in resolving issues regarding the State’s debt that are raised by bondholders, rating agencies, regulating agencies, or public officials.Special AssignmentsAt the request of the Office, provide bond counsel services to assist the Office with special assignments, such as, but not limited to, bond calls and defeasances (not related to a State refunding issuance), arbitrage issues, audits, federal and regulatory initiatives, drafting of policies, and trainings.Special assignments are charged at a blended hourly rate with an agreed upon maximum cost.Scope of Services-Disclosure Counsel7.1Securities IssuanceThe Respondents selected for the Pool will be required to perform all legal services and duties customarily performed by disclosure counsel with respect to preparing and delivering the Offering Documents, Continuing Disclosure Agreement(s), and/or Disclosure Dissemination Agreement(s) for the issuance of securities. The following are to be included in the specific tasks to be performed with respect thereto. However, it is not to be considered as a complete list of tasks.Provide sophisticated legal advice pertaining to the Office’s debt website, Offering Documents, annual disclosure reporting, events reporting, and ongoing disclosure responsibilities and initiatives as related to the SEC Rule 15c2-12 and SEC Rule 10b-5;With assistance from the Office’s Debt Management Deputy, obtain information from bond counsels, financial advisors, underwriters, underwriters’ counsel, State agencies, municipalities and other professionals as appropriate to prepare the State’s Offering Documents; Prepare disclosure on the State, for use in all State offering documents to comply with federal disclosure regulations including the delivery of such statement in an acceptable format dictated by the MSRB;Prepare all documents and materials necessary to comply with all applicable continuing disclosure requirements for the transaction such as, but not limited to, Continuing Disclosure Agreements and/or Disclosure Dissemination Agreement(s);Conduct and manage all necessary due diligence activities with respect to the preparation of the Offering Documents;Review rating agency and investor presentations and the debt website for consistency and compliance with the Offering Documents; Participate, as requested, in meetings and discussions with various parties, including investors;Render a “10b-5 Opinion”with respect to the Preliminary and Final Official Statements;Keep the Treasurer’s Office informed of rulings and findings by Federal regulatory agencies, including but not limited to, the SEC and the MSRB which impact the State regarding post issuance compliance, disclosure, and ongoing disclosure; andAs necessary, assist the Office in resolving issues regarding the State’s disclosure that are raised by underwriters, bondholders, rating agencies, regulating agencies, or public officials.Special AssignmentsAt the request of the Office, provide disclosure counsel services to assist the Office with special assignments, such as, but not limited to, ongoing and annual disclosure issues, audits, federal and regulatory initiatives, drafting of policies, and trainings.Special assignments are charged at a blended hourly rate with an agreed upon maximum cost.Qualifying CriteriaIn order to be considered as bond counsel and/or disclosure counsel for the State, prospective firms must demonstrate their ability to meet each of the following criteria throughout the term of any awarded contract:The firm must have experience with public financings of the State or comparable issuers and financings of similar size, types and structures;The firm must be listed in the most recent edition of The Bond Buyer’s Municipal Marketplace, commonly referred to as the “Red Book”; The firm and each of the key personnel shall be duly qualified and licensed to provide bond counsel and/or disclosure counsel services in Nevada;If applying for bond counsel, the firm must have a minimum of five years of experience serving as bond counsel for municipal issuers, including state-level issuing authorities and has provided bond counsel services for at least three state or state-level securities issuances within the last year;If applying for disclosure counsel, the firm must have a minimum of five years of experience serving as disclosure counsel for municipal issuers, including state-level issuing authorities and has provided disclosure counsel services for at least three state or state-level securities issuances within the last year;The firm, including, without limitation, any member of the firm’s team, shall not be involved in litigation against the State nor have other engagements which, as determined by the Office in its sole discretion, would be in conflict with the interests of the State; andThrough answers to the items listed in Section 12-Substantive Scored Questions, each firm must demonstrate experience in advising governmental issuers in the aspects involved with the issuance of taxable and tax-exempt securities as bond counsel and/or disclosure counsel.9.CertificationBy inclusion and execution of the statement provided in Attachment C-Firm Certifications, each Respondent certifies that:9.1The firm complies with Section 8-Qualifying Criteria subsections 8.1 through and inclusive of 8.6 of this solicitation;9.2The attorneys listed to perform the work in this engagement are all in good standing with their respective bars and shall endeavor to maintain such standing for the duration of the appointment. Should the professional status of any of the listed attorneys change, the Office shall be notified as soon as possible but in all cases no later than within thirty days of their occurrence; The selection of the firm will not result in any current or potential, real or perceived conflict of interest. Alternately, should any potential or existing conflict be known by the firm, the Respondent shall specify in Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation and Section 10.8 of this proposal, the party with whom the conflict exists or might arise, the nature of the conflict and whether the firm would step aside or resign from that engagement or representation creating the conflict;9.4The proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same services, and is in all respects fair and without collusion or fraud;The firm agrees, whether expressly prohibited by federal law, or otherwise, that no funding associated with this contract will be used for any purpose associated with or related to lobbying or influencing or attempting to lobby or influence for any purpose: (a) any federal, state, county or local agency, legislature, commission, counsel or board; (b) any federal, state, county or local legislator, commission member, counsel member, board member, or other elected official; or (c) any officer or employee of any federal, state, county or local agency; legislature, commission, counsel or board; 9.6Selected firms will notifying the Office in writing of material changes in ownership, organization, personnel, litigation or conflicts, or any other material changes or developments, as soon as possible but in all cases no later than within ten working days of their occurrence;9.7The firm (and the agents, officers, principals and professional employees thereof) has not and will not participate in any prohibited business solicitation communication;**“Prohibited business solicitation communication” means a written or verbal communication which occurs during a selection period between an Office employee and any person or entity submitting a proposal for bond counsel and/or disclosure counsel services…or between a State employee and a person who is not a State employee regarding the merits of any bond counsel and/or disclosure counsel services … or whether the evaluating committee should elect or retain the bond counsel and/or disclosure counsel services … “with certain exceptions”. The “selection period” for this solicitation begins April 13, 2018 and will continue until the Office selects its Pool of firms on or about June 1, 2018. If applicable and pursuant to NRS §80.010, unless specifically exempted by NRS §80.015, and prior to commencing any work under a contract resulting from firm’s selection as bond counsel and/or disclosure counsel, firm will register with the State of Nevada, Secretary of State’s Office as a foreign corporation and obtain any required business license from the Office of the Secretary of State pursuant to NRS §76 (Information regarding the Nevada Business License can be located at ); Prior to commencing any work under a contract resulting from firm’s selection as bond counsel and/or disclosure counsel, the successful firm must provide the Certificate of Insurance identifying the coverages as specified in Attachment E- Insurance Schedule for Solicitation, or coverage agreed to by the State; andThe person authorized to sign this proposal for the firm is in compliance with all requirements of this solicitation and certifies all the information provided in this proposal is true and correct.Firm BackgroundFirm InformationSelect the pool member designation your firm is proposing:[ ]Bond Counsel[ ]Disclosure Counsel[ ]Bond Counsel and Disclosure Counsel10.2Firms must provide a firm profile in the table format below. QuestionResponseFirm name:Ownership (sole proprietor, partnership, etc.):State of incorporation:Date of incorporation:# of years in business:Location of firm headquarters:Location(s) of the office that will provide the services described in this solicitation:Number of employees locally with the expertise to support the requirements identified in this solicitation:Number of employees nationally with the expertise to support the requirements in this solicitation:Location(s) from which Key Personnel will be assigned to this Office:10.3Please be advised, pursuant to NRS §80.010, incorporated companies must register with the State of Nevada, Secretary of State’s Office as a foreign corporation before commencing any work under a contract with the State, unless specifically exempted by NRS §80.015.10.4The selected Firm, prior to doing business in the State of Nevada, must be appropriately licensed by the Office of the Secretary of State pursuant to NRS §76. Information regarding the Nevada Business License can be located at . If currently registered, provide the following:QuestionResponseNevada Business License Number:Legal Firm Name:Is “Legal Entity Name” the same name as Firm is doing business as?YesNoIf “No,” provide explanation.10.5Has the Firm ever been engaged under contract by any State of Nevada agency? YesNoIf “Yes,” complete the following table for each State agency for whom the work was performed. Table can be duplicated for each contract being identified.QuestionResponseName of State agency:State agency contact name:Dates when services were performed:Type of duties performed:10.6Are you or any of your employees now or have been within the last two (2) years an employee of the State of Nevada, or any of its agencies, departments, or divisions?YesNoIf “Yes”, please explain when the employee is planning to render services, while on annual leave, compensatory time, or on their own time?If you employ (a) any person who is a current employee of an agency of the State of Nevada, or (b) any person who has been an employee of an agency of the State of Nevada within the past two (2) years, and if such person will be performing or producing the services which you will be contracted to provide under this contract, you must disclose the identity of each such person in your response to this solicitation, and specify the services that each person will be expected to perform.10.7Any firm or attorney selected for this engagement may be precluded from representing any client in any matter against the State or its employees. This prohibition will extend to any member of the firm. If your firm is representing clients or previously represented clients within the last five (5) years in matters where the exercise of your professional judgement in this engagement might be affected, identify and describe each situation.10.8Describe any material relationships that your firm or any firm employee has with any party or firm that may create a conflict of interest, or the appearance of a conflict of interest, if your firm is selected.10.9Disclosure of any significant prior or ongoing contract failures, contract breaches, civil or criminal litigation in which the firm has been alleged to be liable or held liable in a matter involving a contract with the State of Nevada or any other governmental entity. Any pending claim or litigation occurring within the past five (5) years which may adversely affect the firm’s ability to perform or fulfill its obligations if a contract is awarded as a result of this solicitation must also be disclosed.Does any of the above apply to your company?YesNoIf “Yes”, please provide the following information. Table can be duplicated for each issue being identified.QuestionResponseDate of alleged contract failure or breach:Parties involved:Description of the contract failure, contract breach, or litigation, including the services involved:Amount in controversy:Resolution or current status of the dispute:If the matter has resulted in a court case:CourtCase NumberStatus of the litigation:10.10Provide information on any investigations by governmental or authoritative bodies or administrative proceedings and disciplinary actions relating to the professional activities of your firm within the last five (5) years which may be interpreted to reflect negatively upon the firm’s commitment to compliance with laws or professional standards and may have a materially adverse effect on your firm’s ability to serve as Counsel to the Office.10.11 Firms must review the insurance requirements specified in Attachment E- Insurance Schedule for Solicitation. Does your organization currently have or will your organization be able to provide the insurance requirements as specified in Attachment E.YesNoAny exceptions and/or assumptions to the insurance requirements must be identified on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of solicitation. Exceptions and/or assumptions will be taken into consideration as part of the evaluation process; however, firms must be specific. If firms do not specify any exceptions and/or assumptions at time of proposal submission, the State will not consider any additional exceptions and/or assumptions during negotiations. Prior to commencing any work under a contract resulting from firm’s selection as bond counsel and/or disclosure counsel, the successful firm must provide the Certificate of Insurance identifying the coverages as specified in Attachment E- Insurance Schedule for Solicitation or coverage agreed to by the State.10.12Provide an overview of your firm’s background/history and experience in public finance and related areas of law.10.13Indicate whether the firm has a Nevada presence as evidenced by the number of offices the firm maintains in Nevada and the number of Nevada residents employed in those offices. 10.14Indicate whether the lead attorney and any other Key Personnel are licensed as practicing attorneys by the Nevada bar association.10.15List the organizations pertaining to municipal finance of which your firm and/or Key Personnel participate as a member, officer or sponsor and delineate your role in the organization. 10.16Provide the names of the Key Personnel assigned to the Office including the lead attorney who will be primarily responsible for this engagement, tax counsel (not required for disclosure counsel), and no more than two other attorneys who will assist the lead attorney. Include the resumes of the Key Personnel separately as Attachment G-Key Personnel Resumes.11.Firm ReferencesFirms should provide a minimum of three (3) references from state and/or large local government clients where the firm, within the last three (3) years, provided services similar to the scope of work in this solicitation. If a firm would like to be considered for both bond counsel and disclosure counsel services, the firm should provide a minimum of three (3) references for bond counsel services and an additional minimum of three (3) references for disclosure counsel services. It is in the best interest of the firm to submit references from clients whom Key Personnel assigned to the Office serviced. The Office reserves the right to contact and verify any and all references listed regarding the quality and degree of satisfaction for such performance. 11.1Identification of Firm’s References. Firms must provide the following information for every reference provided by the firm. Duplicate the chart below for each client reference who will be returning a Reference Questionnaire on your firm’s behalf. Reference Number 1Firm’s Reference Contact InformationClient’s Name:Securities Issuance InformationIssuance Name/Series:Issuance Date:Issuance Description:Staff assigned to issuance:Type of Counsel service provided:Firms must submit Attachment F-Reference Questionnaire to each state/or large governmental client the firm identifies in this Section 11.1. The state/municipality identified as a reference in this Section 11.1 must submit the Attachment E-Reference Questionnaire directly to the Office. It is the firm’s responsibility to ensure that completed Reference Questionnaires are received by the Office on or before the deadline as specified in Section 4-Solicitation Timeline for inclusion in the evaluation process. Reference Questionnaires not received, or not complete, may adversely affect the firm’s score in the evaluation process.Substantive Scored QuestionsNo more than 15 pages should be used in answering the questions in this section in a bold font not less than 12 points. Additional pages will not be evaluated.Some of the questions below may not be applicable to those firms proposing for disclosure counsel services only. In this instance, it is acceptable to answer Not Applicable (N/A) to those questions.12.1Using the table format below, indicate the total par and number of long-term municipal bond transactions, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which your firm acted as bond counsel, both nationally and in Nevada. Firm’s Bond Counsel ExperienceU.S.NevadaYear# of IssuesTotal Par Amount# of IssuesTotal Par Amount20132014201520162017TOTAL12.2Using the table format below, indicate the total par and number of long-term municipal bond transactions, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which your firm acted as disclosure counsel, both nationally and in Nevada. Firm’s Disclosure Counsel ExperienceU.S.NevadaYear# of IssuesTotal Par Amount# of IssuesTotal Par Amount20092010201120122013TOTAL12.3Using the table format below, indicate the total par and number of long-term municipal bond transaction, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which each of the attorneys named in Section 10.16 acted as lead bond counsel in Nevada. Lead Bond Counsel’s Experience in NevadaLead AttorneyBackup Attorney #1Backup Attorney #2Year# of IssuesTotal Par Amount# of IssuesTotal ParAmount# of IssuesTotal Par Amount20132014201520162017TOTAL12.4For 2013 through and inclusive of 2017, list the specific transactions in Nevada that each attorney named in Section 10.16 acted as lead bond counsel in Nevada. [NOTE: Failure to provide information on specific issuances, which is public information, will likely result in a lower score for this area.]12.5Using the table format below, indicate the total par and number of long-term municipal bond transaction, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which each of the attorneys named in Section 10.16 acted as lead disclosure counsel in Nevada. Lead Disclosure Counsel’s Experience in NevadaLead AttorneyBackup Attorney #1Backup Attorney #2Year# of IssuesTotal Par Amount# of IssuesTotal Par Amount# of IssuesTotal Par Amount20132014201520162017TOTAL12.6For 2013 through and inclusive of 2017, list the specific transactions in Nevada that each attorney named in Section 10.16 acted as lead disclosure counsel in Nevada. [NOTE: Failure to provide information on specific issuances, which is public information, will likely result in a lower score for this area.]12.7Using the table format below, indicate the total par and number of long-term municipal bond transaction, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which each of the attorneys named in Section 10.16 acted as lead bond counsel for non-Nevada transactions. Lead Bond Counsel’s Experience Non-NevadaLead AttorneyBackup Attorney #1Backup Attorney #2Year# of IssuesTotal Par Amount# of IssuesTotal ParAmount# of IssuesTotal Par Amount20132014201520162017TOTAL12.8For 2013 through and inclusive of 2017, list the specific non-Nevada transactions that each attorney named in Section 10.16 acted as lead bond counsel. [NOTE: Failure to provide information on specific issuances, which is public information, will likely result in a lower score for this area.]12.9Using the table format below, indicate the total par and number of long-term municipal bond transaction, including private placement transactions, for the calendar years 2013 through and inclusive of 2017 of which each of the attorneys named in Section 10.16 acted as lead disclosure counsel for non-Nevada transactions. Lead Disclosure Counsel’s Experience Non- NevadaLead AttorneyBackup Attorney #1Backup Attorney #2Year# of IssuesTotal Par Amount# of IssuesTotal Par Amount# of IssuesTotal Par Amount20132014201520162017TOTAL12.10For 2013 through and inclusive of 2017, list the specific non-Nevada transactions that each attorney named in Section 10.16 acted as lead disclosure counsel. [NOTE: Failure to provide information on specific issuances, which is public information, will likely result in a lower score for this area.]12.11State whether the firm specializes and practices full time in the area of public finance. If not, describe the areas of practice the firm engages in.12.12Describe the Key Personnel’s knowledge and experience working on financings of the State and of comparable issuers, and financings of similar size, types and structures. 12.13Describe the Key Personnel’s knowledge and experience working on other issuances within Nevada.12.14Describe the firm’s experience in public finance tax matters, and specifically, the experience of the firm’s attorneys who practice full time in the area of public finance tax law.12.15Describe the firm’s process and resources for keeping abreast of changes in state and federal law and regulation and for maintaining the legal expertise necessary to successfully represent the State’s interests in such matters.12.16Describe the firm’s organizational structure and its ability to access attorneys other than the Key Personnel when specialized expertise in a specific area of finance is required.12.17Describe the quality control and due diligence procedures of the firm.12.18List the date and entity for which the firm provided Tax-Exempt Post-Issuance Compliance or Disclosure training to from 2013 through and inclusive of 2017. If applicable, state whether any of the Key Personnel assigned to the Office led or participated in the training.12.19Describe the firm’s general and Nevada expertise in specialized areas of finance such as, but not limited to, transportation, public-private partnerships, lease-purchases, securitizations, special improvement districts, and tax increment areas.12.20Provide any other additional information, you believe would be of value in evaluating your firm’s ability to serve as bond counsel and/or disclosure counsel.Cost InformationCost information must not be included with the firm's Technical Proposal, please refer to Section 20-Proposal Submission and Packaging Instructions-Section 20.4-Part II-Cost Proposal.The State shall not be obligated to accept the lowest priced proposal. Awards will be made in the best interest of the State after all factors of the solicitation have been evaluated.13.1Firm must utilize Attachment H-Bond and Disclosure Counsel Cost Proposal when submitting their cost proposal.13.2Fees will include all related costs and expenses, including but not limited to, overhead and support staff.13.3Compensation stated in Attachment H-Bond and Disclosure Counsel Cost Proposal of the proposal is an irrevocable offer for the term of any contract resulting from this solicitation.13.3Compensation for bond counsel and disclosure counsel services for a security issuance shall be made only after, and contingent upon, the successful closing of the issuance.13.4Unless otherwise agreed to in advance, it is expected that only one professional from firm’s organization will attend meetings and other necessary events.13.5Charges for professional time during travel will not normally be reimbursable unless the time is actually used performing professional services and agreed to in advance.13.6The Office will not pay for:Fees for the training of personnel incurred as a result of staffing changes or increases during the term of the contract;Fees for time spent educating junior professionals or associates;Fees for more than ten hours of work per day for any individual;Local telephone expenses or office supply costs; andThe costs of first-class travel (travel arrangements should be made in advance to take advantage of cost-effective discounts or special rates).13.7Reimbursement of reasonable out-of-pocket expenses (e.g. airfare, per diem, conference line charges, postage, delivery service charges and transcript preparation) incurred for relevant expenses related to services performed on behalf of the Office will be at cost up to any agreed upon maximum cost and must be agreed to by the Office prior to the expenses being incurred.Questions and AnswersIn lieu of a pre-proposal conference, the Office will accept questions and/or requests for clarifications in writing and received by email. Questions will not be accepted orally and any question received after the Question Submittal Deadline will not be answered. The deadline for submitting questions and/or clarifications is as specified in Section 4-Solicitation Timeline.Questions and/or requests for clarification regarding the solicitation must be submitted via email to isabelli@.The “Subject” line of the email should indicate “2018 Underwriter Services Solicitation-Questions”. Questions must reference the solicitation page and section number the question applies to. The email body or signature block must contain the name of the firm submitting the question and the firm’s contact person’s name, phone number and email address.Responses to questions and/or requests for clarifications emailed by the submission deadline will be addressed in writing and responses posted on the Office’s website: on or about the date specified in Section 4-Solicitation Timeline.Amendments and AddendaAt its sole discretion, the Office reserves the right to modify any part of this solicitation or terminate the solicitation prior to the Proposal Submission Deadline. Modifications to this solicitation will be made by issuance of amendments and/or addenda. Any amendment or addendum to this solicitation will become part of the solicitation.If a Respondent discovers any ambiguity, conflict, discrepancy, omission, or other error in this solicitation, the respondent will immediately notify the Office of such error in writing and request clarification or modification of the document.If a Respondent fails to notify the Office of a known error or an error that reasonably should have been known prior to the Proposal Submission Deadline, the Respondent shall assume the risk.Prior to the Proposal Submission Deadline, any such clarifications or modifications as deemed necessary will be posted to the Office’s website at . No other communication will be made.There are no designated dates for release of amendments or addenda. Interested Respondents are encouraged to check the Office’s website frequently through the Proposal Submission Deadline for notices of any clarifications, changes, additions, or deletions to the solicitation. It is the sole responsibility of the Respondent to be knowledgeable of all amendments and addenda related to the solicitation.Evaluation of Proposals and Selection of Counsel16.1The selection process will begin with the review and evaluation of each written proposal received by the Proposal Submission Deadline as found in Section 4-Solicitation Timeline. The purpose of the evaluation is two-fold: (1) to examine the responses for compliance with the requirements of the solicitation; and (2) to identify the complying firms that have the highest probability of satisfactorily performing the Scope of Services described in Section 6-Scope of Services-Bond Counsel and Section 7-Scope of Services-Disclosure Counsel of this solicitation.16.2The Office reserves the right to reject all proposals received after the solicitation Proposal Submission Deadline as set forth in Section 4-Solicitation Timeline.16.3Proposals will undergo an evaluation process conducted by the Evaluation Committee. Given ongoing changes in firms active in the municipal sector, the committee will evaluate proposals based on the qualifications of both the firm and its current Key Personnel assigned to the Office, which may include an individual’s experience at other firms during the relevant time period. The proposals will be evaluated based upon, but not limited to, the following criteria:Demonstrated Competence.The Respondent and its staff must have a record of highly satisfactory performance in providing prompt, effective and responsive services to its clients in general and within the State of Nevada;Exceptions as stated on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation;Contract failures, contract breaches, civil or criminal litigation;Investigations or administrative proceedings and disciplinary actions relating to professional activities of the firm; andPotential conflicts of interest or appearance of impropriety.Expertise and Experience.The Respondent must have demonstrated expertise and significant experience in serving as bond counsel and/or disclosure counsel to large, frequent state-level issuers including the firm’s understanding and level of competence in state and federal taxation, legislative, and regulatory procedures. Expertise and Availability of Key Personnel.The Respondent’s Key Personnel assigned to the Office must have the education, experience, knowledge, skill, and qualifications necessary to adequately perform the services for which they will be responsible; andThe Respondent must have the capacity and resources to perform the previously described scope of services in a prompt, responsive manner and with excellent work quality in the timeframe needed.Reasonableness of cost.Fees and compensation will be an important factor in the evaluation process. However, the State shall not be obligated to accept the lowest priced proposal.Quality of ProposalOverall completeness, clarity, and quality of proposal.16.4The solicitation will initially be reviewed to determine responsiveness. Any proposal that is not in the proper format, does not address all requested requirements, or is incomplete, will be rejected.Clarification discussions may, at the Office’s sole option, be conducted with Respondents who submit proposals determined to be acceptable and competitive Respondents shall be accorded fair and equal treatment with respect to any opportunity for discussion and/or written revisions of proposals. Such revisions may be permitted after submissions and prior to award for the purpose of obtaining best and final offers. In conducting discussions, there shall be no disclosure of any information derived from proposals submitted by competing respondents. 16.6The Evaluation Committee may contact the references provided in Section 11.1-Firm References or any firm to clarify any response; contact any current users of a firm’s services; solicit information from any available source concerning any aspect of a proposal; and seek and review any other information deemed pertinent to the evaluation process. 16.7Each firm must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, contract breaches, any civil or criminal litigation or investigations pending which involves the firm or in which the firm has been judged guilty or liable. Failure to comply with the terms of this provision may disqualify any proposal. The Office reserves the right to reject any proposal based upon the firm’s prior history with the State or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. 16.8The Office may conduct interviews. If an interview is requested, the Respondent selected for an interview will be notified in advance of the interview dates.16.9The Evaluation Committee will determine the number of firms to be selected for the Bond Counsel and Disclosure Counsel Pool which will result in the highest probability of satisfactorily performing Counsel Services for and in the best interest of the State.Respondents will be notified of awards once the Pools have been selected. Debriefing of Unsuccessful RespondentsUpon written request, at the sole discretion of the Office, the Office may schedule a debriefing with an unsuccessful Respondent after the Office has provided notice of its selection of one or more successful Respondents.Discussion will be limited to a critique of the proposal submitted by the Respondent requesting the debriefing. Comparisons between proposals or evaluations of the other proposals will not be discussed. Debriefings may be conducted in person or by telephone, at the Office’s discretion.Terms and ConditionsThe information in this section does not need to be returned with the firm’s proposal. However, if firms have any exceptions and/or assumptions to any of the terms and conditions in this section, they MUST identify in detail their exceptions and/or assumptions on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation. In order for any exceptions and/or assumptions to be considered they must be documented in Attachment B. The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline.The Office reserves the right to alter, amend, or modify any provisions of this solicitation, or to withdraw this solicitation, at any time if it is in the best interest of the State to do so. The Office reserves the right to waive informalities and minor irregularities in proposals received.The Office reserves the right to reject any or all proposals received.The failure to separately package and clearly mark Part III of the proposal which contains confidential information, trade secrets and/or proprietary information shall constitute a complete waiver of any and all claims for damages caused by release of the information by the State.The State shall not be obligated to accept the lowest priced proposal, but will make an award in the best interests of the State of Nevada after all factors have been evaluated.Any irregularities or lack of clarity in the solicitation should be brought to the attention of the Office’s Authorized Contact Isabel Li, Management Analyst III at isabelli@ as soon as possible so that corrective addenda may be furnished to prospective Respondents.Alterations, modifications or variations to a proposal may not be considered unless authorized by the solicitation or by addendum or amendment.Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity of this solicitation, may be rejected.Proposals may be withdrawn by written notice received prior to the proposal opening time.Cost proposals offered by Respondents in their proposals are an irrevocable offer for the term of the contract and any contract extensions. The State is not liable for any costs incurred by firms in response to this solicitation. Costs of developing the proposals or any other such expenses incurred by the firm in responding to the solicitation, are entirely the responsibility of the firm, and shall not be reimbursed in any manner by the State. Proposals submitted per proposal submission requirements become the property of the State, selection or rejection does not affect this right; the masters of the technical proposal, confidential technical proposal, cost proposal and confidential financial information of each response shall be retained for official files.No attempt may be made at any time to induce any firm or person to refrain from submitting a proposal or to submit any intentionally high or noncompetitive proposal. All proposals must be made in good faith and without collusion.The Nevada Attorney General will not render any type of legal opinion regarding this transaction.Contract Terms and ConditionsThe information in this section does not need to be returned with the Respondent’s proposal. However, if Respondents have any exceptions and/or assumptions to any of the terms and conditions in this section, they MUST identify in detail their exceptions and/or assumptions on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation. In order for any exceptions and/or assumptions to be considered they MUST be documented in Attachment B. The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline.The awarded Firm will be the sole point of contract responsibility. The State will look solely to the awarded Firm for the performance of all contractual obligations which may result from an award based on this solicitation, and the awarded Firm shall not be relieved for the non-performance of any or all subcontractors. The awarded Firm must maintain, for the duration of its contract, insurance coverages as set forth in the Insurance Schedule of the finalized contract. Reference Attachment D-Contract Form. Work on the contract shall not begin until after the awarded Firm has submitted acceptable evidence of the required insurance coverages. Failure to maintain any required insurance coverage or acceptable alternative method of insurance will be deemed a breach of contract. The State will not be liable for Federal, State, or Local excise taxes per NRS 372.325.Submission of Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation of this solicitation shall constitute an agreement to all terms and conditions specified in the solicitation, except such terms and conditions that the Firm expressly excludes. Exceptions and assumptions will be taken into consideration as part of the evaluation process; however, Firms MUST be specific. If Firms do not specify any exceptions and/or assumptions at time of proposal submission, the State will not consider any additional exceptions and/or assumptions during negotiations.The State reserves the right to negotiate final contract terms with any Firm. The contract between the parties will consist of the solicitation together with any modifications thereto, and the awarded Firm’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the State during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, negotiated items (any modifications and clarifications to the awarded Firm’s proposal), the solicitation, and the awarded Firm’s proposal. Specific exceptions to this general rule may be noted in the final executed contract.Pursuant to NRS Chapter 613 in connection with the performance of work under this contract, the contractor agrees not to unlawfully discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, sexual orientation or age, including, without limitation, with regard to employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including, without limitation apprenticeship.The contractor further agrees to insert this provision in all subcontracts, hereunder, except subcontracts for standard commercial supplies or raw materials.Proposal Submission and Packaging Instructions 20.1General Proposal InstructionsFor ease of evaluation, firms MUST utilize an electronic copy of the solicitation in order to prepare their proposals. The solicitation is available in Word format on the Office’s website: . The proposal must be presented in a format that corresponds to and references sections outlined within this solicitation and must be presented in the same order. Written responses must be in bold/italics in an easily distinguishable font of not less than 12 points and placed immediately following the applicable question, statement and/or section. All information is to be completed as requested and prepared in a format consistent with the instructions provided in this solicitation. In all instances, the Office’s determination regarding a proposal will be final. Proposals not organized in the manner prescribed in this solicitation may be considered non-responsive at the Office’s sole discretion. Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this solicitation. Elaborate artwork, corporate brochures, lengthy narratives, expensive paper, specialized bindings, and other extraneous presentation materials are not necessary or desired. Emphasis should be concentrated on conformance to the solicitation instructions, responsiveness to the solicitation requirements, and on completeness and clarity of content.Respondents should not refer to other parts of the proposal, to information that may be publicly available elsewhere, or to the Respondent’s or other websites in lieu of answering a specific question. If complete responses cannot be provided without referencing supporting documentation, such documentation must be provided with the proposal and specific references made to the tab, page, section and/or paragraph where the supplemental information can be found. If complete responses cannot be provided without referencing confidential information, such confidential information must be provided in accordance with Section 20.5- Confidentiality of Proposals and Section 20.6-Part III Confidential Information. Specific references made to the tab, page, section and/or paragraph where the confidential information can be located must be identified on Attachment A-Confidentiality and Certification of Indemnification and comply with the requirements stated in Section 20.5-Confidentiality of Proposals.If a firm changes any solicitation language, firm’s response may be deemed non-responsive and subject to immediate disqualification.General Submission InstructionsFirm’s proposal must be submitted and packaged in counterparts; therefore, firm must pay close attention to the submission requirements.Each section within the technical proposal and cost proposal must be separated by clearly marked tabs with the appropriate section number and title as specified.The required CDs must contain information as specified in Section 20.7-CD Requirements.If discrepancies are found between two (2) or more copies of the proposal, the master copy will provide the basis for resolving such discrepancies. If one (1) copy of the proposal is not clearly marked “MASTER,” the Office may reject the proposal. However, the Office may at its sole option, select one (1) copy to be used as the master.Firms must submit their proposals pursuant to Section 20-Proposal Submission and Packaging Instructions. Proposals and CDs that do not comply with these requirements may be deemed non-responsive and rejected at the Office’s discretion.Although it is a public opening, only the names of the firms submitting proposals may be announced. Technical and cost details about proposals submitted will not be disclosed. PART I – TECHNICAL PROPOSALThe technical proposal must include:One (1) original marked “MASTER”; andFour (4) identical copies.The Technical Proposal must not include confidential information (refer to Section 20.5- Confidentiality of Proposals and Section 20.6-Part III Confidential Information) or cost and/or pricing information (refer to Section 20.4-Part II Cost Proposal). Cost and/or pricing information contained in the technical proposal may cause the proposal to be rejected.Format and ContentTab I – Title PageThe title page must include the following:Part I – Technical ProposalSolicitation Title:2018 Bond and Disclosure Counsel ServicesFirm Name:Firm Address:Proposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMTab II – Firm Information CoversheetThe Firm Information Coversheet completed with an original signature by an individual authorized to bind the firm must be included in this tab.Tab III – State DocumentsThe State documents tab must include the following:The signature page from all amendments or addenda with an original signature by an individual authorized to bind the firm.Attachment A-Confidentiality and Certification of Indemnification with an original signature by an individual authorized to bind the firm.Attachment C-Firm Certifications with an original signature by an individual authorized to bind the firm.20.3.3.4Tab IV– Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of SolicitationAttachment B with an original signature by an individual authorized to bind the firm must be included in this tab.If the exceptions and/or assumptions require a change in the terms or wording of any section of the solicitation, the contract, or any incorporated documents, vendors must provide the specific language that is being proposed on Attachment B.Only technical exceptions and/or assumptions should be identified on Attachment B.The State will not accept additional exceptions and/or assumptions if submitted after the proposal submission deadline. If firms do not specify any exceptions and/or assumptions in detail at time of proposal submission, the Office will not consider any additional exceptions and/or assumptions during negotiations.Tab V – Section 10-Firm BackgroundFirms must include the requested information per Section 10-Firm Background.Tab VI – Attachment G-Key Personnel ResumesFirms must include all proposed Key Personnel resumes per Section 10.16- Key Personnel Resumes in this section.Tab VII – Section 11-Firm ReferencesFirms must include the requested information for each client reference who will be returning a Reference Questionnaire on the firm’s behalf per Section 11.1-Identification of Firm References. Tab VIII – Section 12-Substantive Scored QuestionsFirms must include the requested information per Section 12-Substantive Scored Questions.20.3.3.9Tab IX – Other Informational MaterialFirms may include any other applicable reference material in this section clearly cross referenced with the proposal.PART II – COST PROPOSALThe cost proposal must include:One (1) original marked “MASTER”; andFour (4) identical copies.The Cost Proposal must not be marked “confidential”. Only information that is deemed proprietary may be marked as “confidential”.Format and ContentTab I – Title PageThe title page must include the following:Part II – Cost ProposalSolicitation Title:2018 Bond and Disclosure Counsel ServicesFirm Name:Firm Address:Proposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMTab II – Attachment H-Bond and Disclosure Counsel Cost ProposalFirms must include Attachment H in this section.Confidentiality of ProposalsAs a potential contractor of a public entity, firms are advised that full disclosure is required by law.Firms are required to submit written documentation in accordance with Attachment A-Confidentiality and Certification of Indemnification demonstrating the material within the proposal marked “confidential” conforms to NRS §333.333, which states “Only specific parts of the proposal may be labeled a “trade secret” as defined in NRS §600A.030(5)”. Not conforming to these requirements will cause your proposal to be deemed non-compliant and will not be accepted by the State of Nevada.Firms acknowledge that material not marked as “confidential” will become public record.20.6PART III – CONFIDENTIAL INFORMATIONFirms only need to submit Part III-Confidential Information if the proposal includes confidential technical information. The firm acknowledges not including Part III constitutes a complete waiver of any and all claims for damages caused by the release of any or all submitted information.The confidential information proposal must include:One (1) original marked “MASTER”; andFour (4) identical copies.Format and ContentTab I – Title PageThe title page must include the following:Part III – Confidential InformationSolicitation Title:2018 Bond and Disclosure Counsel ServicesFirm Name:Firm Address:Proposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMTab II - Confidential Technical InformationFirms only need to submit information in Tab II if the proposal includes any confidential technical information (Refer to Attachment A-Confidentiality and Certification of Indemnification).Firms must cross reference back to the technical proposal sections, as applicable.CD REQUIREMENTSThe required Master CD must contain the following:One (1) “Master” CD with an exact duplicate of the Part I-Technical Proposal, Part II Cost Proposal and Part III Confidential Technical (if applicable). The electronic files must follow the format and content section for the technical and cost proposal. All electronic files must be saved in “PDF” format.The CD must be packaged in a case and clearly labeled as follows:Master CDSolicitation Name:2018 Bond and Disclosure Counsel ServicesFirm Name:Contents:Part I – Technical ProposalPart II – Cost ProposalPart III – Confidential Technical (if applicable)20.7.2The required Public Records CD must contain the following:One (1) “Public Records” CD which must include the technical and cost proposal contents to be used for public records requests.This CD must not contain any confidential or proprietary information.The electronic files must follow the format and content section for the redacted versions of the technical proposal.All electronic files must be saved in “PDF” format.The CD must be packaged in a case and clearly labeled as follows:Public Records CDSolicitation Name:2018 Bond and Disclosure Counsel ServicesFirm Name:Contents:Part I – Technical Proposal for Public Records RequestPart II – Cost Proposal for Public Records RequestIt is the firm’s responsibility to act in protection of the labeled information and agree to defend and indemnify the State of Nevada for honoring such designation. Failure to label any information that is released by the State shall constitute a complete waiver of any and all claims for damages caused by release of said information.Proposal PackagingFirm’s proposal must be packaged and submitted in counterparts; therefore, firm must pay close attention to the submission requirements.Firms are encouraged to utilize the copy/paste feature of word processing software to replicate the labels for ease and accuracy of proposal packaging.20.8.1The Technical Proposal shall be submitted to the State in a sealed package and be clearly marked as follows:State of Nevada Treasurer’s OfficeC/O Isabel Li101 North Carson Street, Suite #4Carson City Nevada, 89701Solicitation Name:2018 Bond and Disclosure Counsel ServicesTechnical ProposalProposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMFirm’s Name:The Cost Proposal shall be submitted to the State in a sealed package and be clearly marked as follows: State of Nevada Treasurer’s OfficeC/O Isabel Li101 North Carson Street, Suite #4Carson City Nevada, 89701Solicitation Name:2018 Bond and Disclosure Counsel ServicesCost ProposalProposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMFirm’s Name:Confidential Information shall be submitted to the State in a sealed package and be clearly marked as follows:State of Nevada Treasurer’s OfficeC/O Isabel Li101 North Carson Street, Suite #4Carson City Nevada, 89701Solicitation Name:2018 Bond and Disclosure Counsel ServicesConfidential InformationProposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMFirm’s Name:The CDs shall be submitted to the State in a sealed package and be clearly marked as follow:State of Nevada Treasurer’s OfficeC/O Isabel Li101 North Carson Street, Suite #4Carson City Nevada, 89701Solicitation Name:2018 Bond and Disclosure Counsel ServicesCDsProposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMFirm’s Name:Enclose the separately sealed Technical Proposal, Cost Proposal, Confidential Proposal, and the Master and Public Records CDs in another container for mailing purposes, the outermost container must fully describe the contents of the package and be clearly marked as follows:State of Nevada Treasurer’s OfficeC/O Isabel Li101 North Carson Street, Suite #4Carson City Nevada, 89701Solicitation Name:2018 Bond and Disclosure Counsel ServicesProposal Opening Date:May 11, 2018Proposal Opening Time:3:00 PMFirm’s Name:Proposals must be received no later than the date and time specified in Section 4-Solicitation Timeline. Proposals that do not arrive by proposal opening time and date will not be accepted. Firm may submit their proposal any time prior to the above stated deadline.The State will not be held responsible for proposal packages mishandled as a result of the package not being properly prepared. Email, facsimile, or telephone proposals will NOT be considered.Submission ChecklistThis checklist is provided for firm’s convenience only and identifies documents that must be submitted with each package in order to be considered responsive. Any proposals received without these requisite documents may be deemed non-responsive and not considered for contract award. Part I – Technical Proposal Submission RequirementsCompletedRequired number of Technical Proposals per submission requirementsTab ITitle PageTab IIFirm Information CoversheetTab IIIState DocumentsTab IVAttachment B – Technical Proposal Certification of Compliance with Terms and Conditions of SolicitationTab VSection 10 – Firm BackgroundTab VIAttachment G – Key Personnel ResumesTab VIISection 11 – Firm References Tab VIIISection 12 – Substantive Scored QuestionsTab IXOther Informational MaterialPart II – Cost Proposal Submission RequirementsRequired number of Cost Proposals per submission requirementsTab ITitle PageTab IIAttachment H – Bond and Disclosure Counsel Cost ProposalPart III – Confidential Information Submission Requirements (If applicable)Required number of Confidential Financial Proposals per submission requirementsTab ITitle PageTab IIConfidential Technical InformationCDs RequiredOne (1)Master CD with Part I-Technical Proposal, Part II-Cost Proposal, and Part III-Confidential InformationOne (1)Public Records CD with the Public Record contents only (redacted) of Part I-Technical Proposal and Part II-Cost Proposal Reference Questionnaire RemindersSend out Attachment F-Reference Questionnaire Forms for Firm (with Part A completed)Attachment A-Confidentiality and Certification of IndemnificationSubmitted proposals, which are marked “confidential” in their entirety, or those in which a significant portion of the submitted proposal is marked “confidential” will not be accepted by the State of Nevada. Pursuant to NRS 333.333, only specific parts of the proposal may be labeled a “trade secret” as defined in NRS 600A.030(5). All proposals are confidential until pool selection is made; at which time, both successful and unsuccessful firm’s technical and cost proposals become public information. In accordance with the Submittal Instructions of this solicitation, firms are requested to submit confidential information in the separately marked and packaged “Part III - Confidential Information”.The State will not be responsible for any information contained within the proposal. Should vendors not comply with the labeling and packing requirements, proposals will be released as submitted. In the event a governing board acts as the final authority, there may be public discussion regarding the submitted proposals that will be in an open meeting format, the proposals will remain confidential. By signing below, I understand it is my responsibility as the firm’s representative to act in protection of the labeled information and agree to defend and indemnify the State of Nevada for honoring such designation. I duly realize failure to so act will constitute a complete waiver and all submitted information will become public information; additionally, failure to label any information that is released by the State shall constitute a complete waiver of any and all claims for damages caused by the release of the information.This proposal contains Confidential Information, Trade Secrets and/or Proprietary information as defined in Section 5-ACRONYMS/DEFINITIONS. Please initial the appropriate response in the boxes below and provide the justification for confidential status.Part III – Confidential Technical InformationYESNOJustification for Confidential StatusA Public Records CD has been included for the Technical ProposalYESNOFirm NameSignaturePrint NameDate0129540This document must be submitted in Tab III of Firm’s Technical Proposal00This document must be submitted in Tab III of Firm’s Technical ProposalAttachment B-Technical Proposal Certification of Compliance with Terms and Conditions of SolicitationI have read, understand and agree to comply with all the terms and conditions specified in this solicitation. YESI agree to comply with the terms and conditions specified in this solicitation.NOI do not agree to comply with the terms and conditions specified in this solicitation.If the exception and/or assumption require a change in the terms in any section of the solicitation, the contract, or any incorporated documents, firms must provide the specific language that is being proposed in the tables below. If firms do not specify in detail any exceptions and/or assumptions at time of proposal submission, the State will not consider any additional exceptions and/or assumptions during negotiations. Firm NameSignaturePrint NameDateFirms MUST use the following format. Attach additional sheets if necessary.EXCEPTION SUMMARY FORMEXCEPTION #SOLICITATION SECTION NUMBERSOLICITATION PAGE NUMBEREXCEPTION(Complete detail regarding exceptions must be identified)ASSUMPTION SUMMARY FORMASSUMPTION #SOLICITATION SECTION NUMBERSOLICITATION PAGE NUMBERASSUMPTION(Complete detail regarding assumptions must be identified)58420163195This document must be submitted in Tab IV of Firm’s Technical Proposal00This document must be submitted in Tab IV of Firm’s Technical ProposalAttachment C-Firm CertificationsFirm agrees and will comply with the following:Any and all prices that may be charged under the terms of the contract do not and will not violate any existing federal, State or municipal laws or regulations concerning discrimination and/or price fixing. The firm agrees to indemnify, exonerate and hold the State harmless from liability for any such violation now and throughout the term of the contract.All proposed capabilities can be demonstrated by the firm.The price(s) and amount of this proposal have been arrived at independently and without consultation, communication, agreement or disclosure with or to any other contractor, firm or potential firm.All proposal terms, including prices, will remain in effect for a minimum of 180 days after the proposal due date. In the case of the awarded firm, all proposal terms, including prices, will remain in effect throughout the contract negotiation process.No attempt has been made at any time to induce any firm or person to refrain from proposing or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal. All proposals must be made in good faith and without collusion.All Conditions, Qualifying Criteria, Certifications, and provisions of this solicitation are deemed to be accepted by the firm and incorporated by reference in the proposal, except such conditions and provisions that the firm expressly excludes in the proposal. Any exclusion must be in writing and included in the proposal at the time of submission.Each firm must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this solicitation. Any such relationship that might be perceived or represented as a conflict should be disclosed. By submitting a proposal in response to this solicitation, firms affirm that they have not given, nor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant or any employee or representative of same, in connection with this procurement. Any attempt to intentionally or unintentionally conceal or obfuscate a conflict of interest will automatically result in the disqualification of a firm’s proposal. An award will not be made where a conflict of interest exists. The Office will determine whether a conflict of interest exists and whether it may reflect negatively on the Office’s selection of a firm. The Office reserves the right to disqualify any firm on the grounds of actual or apparent conflict of interest.All employees assigned to the project are authorized to work in this country.The firm has a written equal opportunity policy that does not discriminate in employment practices with regard to race, color, national origin, physical condition, creed, religion, age, sex, marital status, sexual orientation, developmental disability or handicap. The firm has a written policy regarding compliance for maintaining a drug-free workplace.Firm understands and acknowledges that the representations within their proposal are material and important, and will be relied on by the Office in evaluation of the proposal. Any firm misrepresentations shall be treated as fraudulent concealment from the State of the true facts relating to the proposal. The proposal must be signed by the individual(s) legally authorized to bind the firm.Firm NameFirm SignaturePrint NameDate47625260985This document must be submitted in Tab III of Firm’s Technical Proposal00This document must be submitted in Tab III of Firm’s Technical ProposalAttachment D-Contract FormThe State Contract Form is provided as a courtesy to firms interested in responding to this solicitation. Please review the terms and conditions in this form, as this is the standard contract used by the State for all services of independent contractors. It is not necessary for firms to complete the Contract Form with their proposal.If exceptions and/or assumptions require a change to the Contract Form, firms must provide the specific language that is being proposed on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation.Please pay particular attention to the insurance requirements, as specified in Paragraph 16 of the embedded contract and Attachment E-Insurance Schedule for Solicitation. (To open the document, double click on the icon.)Attachment E-Insurance ScheduleThe Insurance Schedule is provided as a courtesy to firms interested in responding to this solicitation. Please review the terms and conditions in the Insurance Schedule, as this is the standard insurance schedule used by the State for all services of independent contractors. If exceptions and/or assumptions require a change to the Insurance Schedule, firms must provide the specific language that is being proposed on Attachment B-Technical Proposal Certification of Compliance with Terms and Conditions of Solicitation.(To open the document, double click on the icon.)Attachment F-Reference QuestionnaireThe State of Nevada, as a part of the solicitation process, requires proposing firms to submit business references as required within this document. The purpose of these references is to document the experience relevant to the Scope of Services and provide assistance in the evaluation process. INSTRUCTIONS TO PROPOSING FIRM1.Proposing firm MUST complete Part A of the Reference Questionnaire.2.Proposing firm MUST send the following Reference Questionnaire to EACH business reference listed in the solicitation Section 11.1 for completion of Part B, Part C and Part D.3.The Business Reference is requested to submit the completed Reference Questionnaire via email to:State of Nevada, Office of the State TreasurerSubject:2018 Underwriter Services SolicitationAttention:Isabel LiEmail:isabelli@ Please reference 2018 Underwriter Services Solicitation-Reference for (Place the Counsel’s Firm’s Name here) in the subject line of the email.4.The completed Reference Questionnaire MUST be received no later than 3:00 PM PT May 11, 20185.Business references are NOT to return the Reference Questionnaire to the Proposer (Firm).6.In addition to the Reference Questionnaire, the State may contact any and all business references by phone for further clarification, if necessary.7.Questions regarding the Reference Questionnaire or process should be directed to the individual identified on the solicitation cover page.8.Reference Questionnaires not received, or not complete, may adversely affect the firm’s score in the evaluation process.\s(To open the document, double click on the icon.)Attachment G-Key Personnel ResumesA resume must be completed and attached for each of the Key Personnel assigned to the State.Attachment H-Bond and Disclosure Counsel Cost Proposal\s(To open the document, double click on the icon.)Attachment I-State of Nevada Board of Finance and State Treasurer Debt Management Policy(To open the document, double click on the icon.) ................
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