2-Attachment B-Scope of Work Bond and Issuers Counsel.pdf

Utah Attorney General’s Office Request for Proposal Bond Counsel and Issuer’s Counsel Pool for the Utah Charter School Finance Authority Solicitation No. FB26-40

The Utah Attorney General’s Office (“the AGO”) is the Issuing Procurement Unit and Conducting Procurement Unit for purposes of this Request for Proposals (“RFP”) and all subsequent addenda relating to it. The Division of Purchasing will provide a courtesy posting for the State on the Utah Public Procurement Place (“U3P-Bonfire/EUNA”). The reference number for this RFP is Solicitation No. FB26-40. This number must be referred to on all proposals, correspondence, and documentation relating to this RFP.

Responses are due Monday, June 29, 2026 at 12 PM MDT .

1. Introduction and Statement of Purpose

The Utah Charter School Finance Authority (the “UCSFA”) acts as the conduit issuer for revenue bonds, or other financing instruments, on behalf of charter schools in Utah. Bonds are issued either as non-credit-enhanced conduit bonds, wherein the UCSFA acts only as conduit issuer on limited obligation bonds, or as credit-enhanced conduit bonds, wherein the State of Utah (“State”) additionally provides a “moral obligation pledge,” as a means for replenishing a qualifying charter school's debt service reserve fund pursuant to the Utah Charter School Credit Enhancement Program.

The purpose of this RFP is to identify individual law firms (referred to individually as “Firm” or collectively as “Firms”), review their qualifications against the criteria listed in this RFP, and place qualifying Firms in a pool where charter schools in Utah can then select from. . Firms in the pool may serve as bond counsel or as issuer’s counsel involving the UCSFA bond transactions. The UCSFA has determined that this achieves its statutory purpose of “provid[ing] an efficient and cost-effective method” of procuring bond counsel services and issuer's counsel services for financing charter school facilities. Utah Code § 53G-5-602.

Please note, the AGO will no longer appoint issuer’s counsel for every transaction. This is a change from the current process. Instead, the AGO will only assign issuer counsel on transactions where UCSFA and/or the AGO deem it advisable. But UCSFA and the AGO still expect applying schools to choose bond counsel from the pool for every transaction.

2. Scope of services

For each UCSFA bond issuance a Firm from the pool may serve as bond counsel or issuer’s counsel.

A. As bond counsel, a Firm will have all responsibilities, and will provide all services, normally associated with bond counsel for revenue bond issues. The services will likely include, but will not be limited to: (1) developing legal documentation as necessary or appropriate for the authorization, issuance, sale, and delivery of the bonds; (2) assisting with the issuance and sale of the bonds; (3) issuing an opinion as to the legality and validity of the bonds; (4) issuing an opinion regarding the tax-exempt status of the bonds; (5) assisting, in a limited manner, in the preparation and development of a Preliminary Official Statement, Official Statement and Notice of Sale for the bond issue; (6) working in coordination with the municipal advisor regarding the bond issue; (7) attending to the details of the closings and printing of the bonds, as required; (8) attending all meetings required of them and associated with the bond issue; and (9) performing such other duties as are normally and customarily required of bond counsel. Bond counsel is counsel to the issuer, not counsel to the transaction. The AGO will act as issuer’s counsel, but the AGO’s review and opinions will be limited to the UCSFA’s authority to issue bonds and whether material claims have been asserted or threatened against UCSFA. On transactions where the AGO is issuer counsel, bond counsel will be expected to address the issuer counsel responsibilities detailed below and any related issues.

B. Important! The AGO will only assign issuer’s counsel on transactions where UCSFA and/or the AGO deem advisable, not on every transaction.

As issuer's counsel, a Firm will have all responsibilities, and will provide all services, normally associated with issuer's counsel for revenue bond issues. These responsibilities and services will likely include, but will not be limited to: (1) reviewing documentation prepared by bond counsel, the municipal advisor, and other professionals to ensure the State’s interests are protected; (2) preparing any additional necessary legal documentation;

(3) reviewing charter school applications for UCSFA financing; (4) determining whether the applications are adequate and complete; (5) seeking additional information needed to evaluate the charter school applications; (6) assisting, in a limited manner, in the preparation and development of an official statement for the bond issue; (7) working in coordination with the municipal advisor regarding the bond issue; (8) attending all required meetings that are associated with the bond issue; and (9) performing such other duties as are normally and customarily required of issuer’s counsel.

On transactions where the AGO assigns outside issuer’s counsel the AGO anticipates that the AGO and assigned issuer’s counsel will work together to decide who will issue the issuer’s counsel opinion.

3. Minimum qualifications, requirements, and conditions for bond counsel and issuer’s counsel

In order to be placed in the pool a single law firm must meet the following minimum qualifications, requirements and conditions and must provide any and all evidence, certificates, or supporting documentation in its response to this RFP. A response to this RFP that does not meet the minimum qualifications, requirements, and conditions will not be scored.

A. Qualifications must be submitted by a single law firm. Associations of law firms will not be considered. The Firm must include tax, real estate, and other bond-related expertise.

B. The Firm must identify the lawyer or lawyers who will primarily provide the day-to-day bond counsel services or issuer’s counsel services.

C. For each lawyer who is designated pursuant to paragraph 3.B. above, the Firm must provide, in its proposal to this RFP, a certificate or other written evidence from a state bar association or other licensing authority that the lawyer currently is a member in good standing.

D. For each lawyer who is designated pursuant to paragraph 3.B. above, that lawyer must certify in the RFP proposal that he or she has a minimum of 8 years of continuous legal practice as bond counsel, disclosure counsel, and/or issuer’s counsel in the field of public finance, including experience with conduit financing and as counsel representing governmental entities in tax-exempt bond issuances.

E. If its services do not lead to a successful bond issue, a Firm retained as bond counsel must certify in its RFP proposal that: (i) a charter school shall be responsible to reimburse the Firm only for the Firm’s out-of-pocket expenses; (ii) a charter school shall not be responsible for attorney fees; (iii) the UCSFA and the AGO shall not be responsible for attorney fees, costs, or any other expenses incurred by the Firm.

F. If its services do not lead to a successful bond issue, a Firm retained as issuer’s counsel must certify in its RFP proposal that: (i) a charter school, the USCFA, and the AGO shall not be responsible for attorney fees, costs, or any other expenses incurred by the Firm.

G. A Firm must currently maintain professional liability insurance either with a securities transaction rider or without an exclusion for securities transactions. The minimum amount of coverage is $3 million. A Firm must provide in its RFP response written proof of insurance from the insurer.

H. The Firm that is chosen as issuer’s counsel, if any, agrees that the fee for services shall be 40% of the fee for bond counsel. In no event will the fee be less than $15,000 or more than $30,000.

4. Additional qualifications for bond counsel and issuer’s counsel

A Firm that meets the minimum qualifications, requirements, and conditions in Section 3 will be evaluated for placement in the pool for bond counsel and/or issuer’s counsel based on its responses to the following requests for information.

A. Provide the issuer names, the par amounts, and the nature/complexity of all bond transactions in which each lawyer identified in paragraph 3.B above has participated as bond counsel, issuer’s counsel, or disclosure counsel during the last 3 years. Provide detail of the services listed in the Scope of services in paragraphs 2.A. and B. above, including all services identified in the Scope of services that they provided for each identified transaction. (40 points possible)

B. Of the transactions identified in response to paragraph 4.A above, the percentage that was governed by Utah law. (15 points possible)

C. Describe the extent to which each attorney identified in paragraph 3.B above has access to tax, real estate, and other bond-related fields of expertise within the Firm. (15 points possible)

D. For each attorney identified in paragraph 3.B above, describe the attorney’s experience in providing services related to continuing disclosures and compliance. (15 points possible)

E. Identify two references from clients for which each lawyer identified in paragraph 3.B above has served as bond counsel, issuer’s counsel, or disclosure counsel in the last three years that can be contacted by AGO. Identify the primary contact (name, title, address, telephone, and e-mail) and identify the relevant transaction(s) or extent of the relationship. (5 points possible)

F. Describe litigation or an investigation by a regulatory authority in the last 5 years that involved a bond transaction in which the Firm’s partners or employees participated. (5 points possible)

G. Provide a description of any existing or potential conflict of interest that the Firm or a lawyer identified in paragraph 3.B might have if appointed. This includes a conflict under the Utah Rules of Professional Conduct, the Utah Public Officers’ and Employees’ Ethics Act, or any other professional or public officer’s ethics standards. (5 points possible)

Please note the AGO is not asking the Firm to submit cost proposals. The AGO expects that the Firms chosen to be in the pool will negotiate their bond counsel fee with the school or financial advisor on a per-issuance basis.

5. Qualifying Minimum Score—75 Points

A Firm that satisfies the minimum qualifications, requirements, and conditions and that scores 75 points or more on the additional qualifications set forth in paragraphs 4.A- 4.G above will be considered eligible for a contract award. A Firm that does not score 75 points or more will not be considered eligible for a contract award.

6. Confidential information

Proposals received pursuant to this RFP are considered public documents except as provided by the Government Records Access and Management Act (GRAMA), Utah Code § 63G-2-305(1), (2), (6). A Firm desiring protection of information in its response must complete and submit a Claim of Business Confidentiality form that may be accessed at http://www.purchasing.utah.gov/contract/documents/confidentialityclaimform.doc.

An entire Proposal cannot be identified as confidential or protected. A Proposal identified as such will be considered non-responsive unless the Firm removes the designation.

7. Evaluation process

Proposals that fail to conform in all material respects to this RFP will be disqualified from further consideration. The AGO reserves the right to disqualify any Proposals for: (1) a violation of the Utah Procurement Code; (2) a violation of a requirement of this RFP, including significant deviations or exceptions; (3) unlawful or unethical conduct; (4) a change in circumstances that, had the change been known when the Proposal was submitted, would have caused the Proposal to be disqualified or not have as high a score; or

(5) failure to meet Minimum Qualifications as detailed herein under Section 3.

8. Submitting a Response

By submitting a Proposal to this RFP, a Firm acknowledges and agrees that the RFP is understood, fair, equitable, and not unduly restrictive. Notice of any ambiguity, http://www.purchasing.utah.gov/contract/documents/confidentialityclaimform.doc inconsistency, excessively restrictive requirements, errors in the solicitation documents or solicitation questions, or exception, objection or challenge to the scope/content of the RFP must be submitted through U3P-Bonfire/EUNA during the solicitation process and prior to the due date and time for Response for Proposal.

Proposals must be received by the due date and time posted on U3P-Bonfire/EUNA (“deadline”). Proposals received after the deadline will be late and ineligible for consideration.

Proposals must be submitted electronically, through U3P-Bonfire/EUNA.

Electronic submission instructions: When submitting a Proposal electronically through U3P-Bonfire/EUNA, please allow sufficient time to complete the online forms and to upload the Proposal documents. The RFP will end at the deadline. If a Firm is in the middle of uploading a Proposal when the deadline arrives, the system will stop the upload process, and the Proposal will not be accepted by U3P-Bonfire/EUNA, and the attempted submission will be considered late and ineligible for consideration.

Electronic Response for Proposal may require uploading of electronic attachments. U3P- Bonfire/EUNA will accept a wide variety of document types as attachments. However, the State is unable to view certain documents. Therefore, DO NOT submit documents that are embedded (zip files), movies, wmp, encrypted, or mp3 files. All documents must be uploaded in U3P-Bonfire/EUNA as separate files.

9. Questions

All questions must be submitted through U3P-Bonfire/EUNA through the question cut-off date listed within the public notice. Questions submitted through any other channel will not be answered. Only answers disseminated by the State through the U3P- Bonfire/EUNA system or through an authorized and properly issued addendum shall serve as the official and binding position of the State.

10. Retaining bond counsel and issuer’s counsel

After receiving and reviewing the Proposal and evaluation scores submitted by the evaluation committee, the procurement official of the AGO using the RFP process will identify those vendors meeting the minimum mandatory requirements, evaluation criteria, and applicable score thresholds as qualified vendors who are allowed to participate and who will therefore be placed in the pool.

Each Firm that responds to this RFP will be notified whether it qualifies for an award. Only the awarded vendors will be eligible to provide services as described in this solicitation. Once the pool of Firms is finalized, bond and issuer’s counsel will be retained from the list in the following manner:

A. Charter schools that seek financing through the UCSFA must retain as bond counsel a Firm from the pool. With the assistance of a financial advisor, schools are responsible for hiring bond counsel according to the requirements of the Utah Procurement Code, related Utah Administrative Code provisions, and Section 3 above.

B. When the AGO assigns issuer’s counsel, the AGO will use an alphabetically organized rotation system to retain issuer’s counsel for the UCSFA. If the Firm whose turn it is to serve as issuer’s counsel is unable to serve due to an inherent conflict in the transaction, then the AGO will select the next available Firm from the pool . The Firm that is unavailable will have an opportunity to serve as issuer’s counsel when the next application is received, and the Firm does not have an inherent conflict.

C. Any contract resulting from this RFP will include but not be limited to the State’s Agency Standard Terms and Conditions for Goods and/or Services, currently available at https://purchasing.utah.gov/purchasing/forms/. The Standard Terms and Conditions for Services are hereby incorporated herein. This RFP is not being used to negotiate the Standard Terms and Conditions. Any contract resulting from this RFP will include but not be limited to the duties and obligations detailed in this RFP. The AGO and UCSFA expect that a Firm that is chosen as bond counsel will contract directly with the financial advisor and/or applying school for bond counsel services. When chosen as issuer’s counsel, a Firm will contract directly with the AGO.

D. Should the services be needed, the charter schools will utilize the applicable procurement process based on the scope of work and tentative dollar amount. Subsequent processes will be limited to those awarded.

11. Costs incurred in preparing a Statement of Qualifications

The AGO and the UCSFA will not be liable for costs incurred in connection with the preparation, submission, or presentation of a Statement of Qualifications, including all travel, dining, lodging, and communication expenses. Statements should be concise, straightforward, and prepared simply and economically. Expensive displays, bindings, or promotional materials are neither desired nor required. However, these instructions should not limit the content of a Statement of Qualifications or exclude any relevant or essential data.

12. Costs incurred by Firms in negotiating contracts

The AGO, the UCSFA, and charter schools will not be liable for any costs of a Firm relating to conducting contract negotiations, including drafting, research, legal review, preparation, attending meetings, travel, dining, lodging, and communication expenses.

13. Addenda to RFP

During this RFP process the Firms should periodically check U3P-Bonfire/EUNA for posted questions, answers, and addenda. Any modification to this procurement will be made by addendum issued by the State Division of Purchasing or the AGO. Only authorized and properly issued addenda shall constitute the official and binding position of the AGO. Any Proposals to this RFP which has as its basis any communications or information received from sources other than this RFP or related official addenda, could be considered non-responsive and be rejected at the sole discretion of the AGO.

14. Other communications

Until an award is made public, the State Division of Purchasing and the AGO will be the sole source of official information regarding this RFP. Oral agreements or conversations are not binding. Only signed, written agreements shall represent contractual obligations.

15. Reservation of rights

The issuance of this RFP in no way constitutes a commitment by the AGO, the UCSFA, or a charter school to award a contract. The AGO and the UCSFA reserve the right to reject all Response for Proposal, to modify the RFP process, and to cancel the RFP process with or without initiating a new solicitation.

16. Modification to, or withdrawal of, a Statement of Qualifications

A Firm may modify or withdraw a Proposal at any time before the closing time and date of this RFP by providing the State with a written modification or written statement withdrawing the Proposals.