2024 RFQ Legal Services~1.docx

Request for Responses (RFR) To Provide General Legal Services For the Massachusetts State Retiree Benefits Trust Fund

July 30, 2024

CONTACT PERSON: Jon Howard, Procurement Manager – Jon.Howard@mass.gov

1. Regarding this RFR. The Massachusetts State Retiree Benefits Trust Fund (“SRBTF”) Board (“the Board”) requests responses from firms that are interested and qualified to provide general legal services to the Board. It is anticipated that this RFR will result in the qualification of multiple firms based on responses to the RFR and/or demonstrated ability. Firms selected through this RFR process will be placed in a pool of qualified law firms from which the Board will choose for future SRBTF transactions.

The SRBTF was established by M.G.L. c. 32A, §24 in 2007. The SRBTF Board consists of seven members: the Secretary of Administration and Finance or a designee, the Executive Director of the Group Insurance Commission or a designee, the Executive Director of the Public Employee Administration Commission or designee, the State Treasurer or a designee, the State Comptroller or designee, an appointee of the Governor, and an appointee of the State Treasurer. Pursuant to its enabling legislation, the purpose of the SRBTF is “…depositing, investing and disbursing amounts set aside solely to meet liabilities of the state employees’ retirement system for health care and other non-pension benefits for retired members of the system.”

The FY 2012 state budget (Chapter 68 of the Acts of 2011) included provisions to support municipalities seeking to address their liability for Other Post-Employment Benefits (OPEB). The new provisions made it easier for any political subdivision, municipality, county, agency, or authority of the commonwealth to establish an OPEB Liability Trust Fund with assets set aside to meet the liabilities to retirees for health care and other non-pension benefits. Chapter 68 also authorized these entities to invest their OPEB Trust Fund assets in the SRBTF.

M.G.L. c.32A, §24 was amended by Section 7 of Chapter 36 of the Acts of 2013 and now requires the SRBTF board of trustees to invest the SRBTF assets in the Pension Reserves Investment Trust (“PRIT”) Fund managed by the Pension Reserves Investment Management (“PRIM”) Board.

Chapter 165 of the Acts of 2014, the FY2015 state budget, repealed M.G.L. c.29D, thereby abolishing the HCST and the HCST Board and re-branding the HCST Board as the SRBTF Board. The former provisions of M.G.L. c.29D are now consolidated under M.G.L. c.32A, §24.

This RFR will be used to establish a new pre-qualified list of firms which will be set to expire on December 31, 2027, with two optional one-year extensions. The Board may, however, without advance notice, terminate the qualification of any and all firms on such list at any time. Firms currently providing such services to the Board are requested to submit responses pursuant to this RFR. Additional renewals may be initiated in the best interest of the SRBTF depending on current projects. The services detailed under “Scope of Services” as well as the firm’s response, including the fee proposal, will form the basis for this proposed contract.

A firm should not interpret a pre-qualification pursuant to this RFR as a promise or commitment to be engaged for any future legal services.

2. Minimum Qualifications. In order to respond to this RFR, firms must demonstrate that they have met the following minimum qualifications:

a. Firms must have a minimum of three years of providing municipal legal services.

b. Firms must be members in good standing of the Massachusetts Bar.

c. Experience with pension and OPEB applications by municipalities, political subdivisions, etc.

3. Schedule. The following is the tentative schedule for the Board’s selection of a pool of qualified legal firms for potential engagement by the Commonwealth. This schedule is subject to modification by the Board.

4. Scope of Services. The primary responsibility of the general legal services firm is to provide legal advice to the SRBTF and review applications for investments of OPEB Trust Funds Assets by municipalities, political subdivisions, etc. in the State Retiree Benefit Trust Fund pursuant to Chapter 68 of the Acts of 2011.

Attendance at Board meetings is required.

In addition to these scope specifications, the following services may also be required on an as needed basis:

Interpretation, advice, and implementation assistance regarding the SRBTF enabling statute and operating trust, SRBTF specific legislative mandates, proposed legislation, and other relevant legislation and regulations.

Review and modification of the Board’s governing documents.

Interpretation, advice, and implementation assistance with Massachusetts Public Laws, including conflict of interest laws, state finance law, Chapter 32B, public records and open meeting laws.

Interpretation, advice, and implementation assistance regarding issues of professional liability and D&O Liability, and related insurance issues, and in particular the impact of issues regarding government official and issues of government immunities and liability caps.

Legal advice and assistance with SRBTF Board drafting, negotiating and terminating contracts with vendors and other government entities, including, but not limited to, both PRIM and organizations that may choose to invest in the SRBTF.

There may be an overlap with the existing legal counsel upon selection of legal counsel based on this RFR for a knowledge transfer.

Additional Legal Services as needed.

While the SRBTF Board does not have an immediate need for general litigation services or representation, the SRBTF Board requires expeditious access to providers of such services in the event the need arises. Any such litigation services on behalf of the Commonwealth require the appointment by the Attorney General of all attorneys, representing the Commonwealth in court, as Special Assistant Attorneys General. In your response, please include a list of all current SAAG appointments.

In addition to the General Legal Services specified above, the SRBTF Board invites Respondents to identify in their responses any additional categories of services that it is qualified to provide and for which it would like to be considered for selection under this RFR.

Questions. Responding firms that have questions related to this RFR must post any questions to the COMMBUYS Q&A tab no later than the Question Submission Deadline date of August 5, 2024, by 1:00 p.m. Responses to the questions will be posted on COMMBUYS by the Question Response Deadline of August 6, 2024.

5. Communication. Firms that intend to respond to this RFR are prohibited from communicating with any member of the Board regarding any matters related to this RFR, except the Contact Person, Jon Howard at Jon.Howard@mass.gov. This prohibition will extend from the date of this RFR and continue until the selection process is concluded. Failure to observe this prohibition shall be grounds for disqualification. An exception to this rule applies to individuals or firms that currently do business with the Board but shall be limited to that business and must not relate to this RFR.

6. COMMBUYS. COMMBUYS is the Commonwealth’s online procurement website and can be found at www.COMMBUYS.com. COMMBUYS will be the primary site for any amendments, modifications, clarifications, or other information related to this RFR. Firms are solely responsible for obtaining and completing required attachments that are identified in this RFR and for checking COMMBUYS for any addenda, amendments, or modifications that are subsequently made to this RFR or any attachments. The Board accepts no responsibility and will provide no accommodation to firms that fail to check for amended RFRs and submit inadequate or incorrect responses.

7. Public Records. All responses and information submitted in response to this RFR are subject to the Massachusetts Public Records Law, Massachusetts General Laws (“MGL”), Chapter 66, §10, and MGL Chapter 4, §7, Clause Twenty-Six. Any statement in a response that is inconsistent with the foregoing statutes is hereby rejected and will be disregarded.

8. Response Submission. Firms must submit an emailed copy of its Response and its Cost Proposal and other Appendices, as PDF files on the COMMBUYS website. The response must arrive no later than 1:00 p.m. on the RFR Response Deadline date of August 27, 2024.

9. Contents of the Response. To be considered complete, each copy of the Response must include the following:

a. Cover Letter. The Response must include a cover letter, no longer than two pages, signed by the member of the Firm that will have the primary responsibility for the engagement (“Firm Signatory”) that includes relevant introductory information. By signing the cover letter, the Firm Signatory, on behalf of his or her Firm, irrevocably offers to provide the services envisioned by this RFR and, if selected, agrees to the terms and conditions of this RFR, including the terms and conditions set forth in this RFR, all of which shall become a part of the contract between the Commonwealth and the selected Firm, and certifies that the statements made and the documents included in the Response are true, accurate and complete. Each responding Firm’s offer shall be deemed to remain outstanding until 30 calendar days after the final Award Date. Firms may not alter (manually or electronically) the RFR language or any RFR component files. Modifications to the body of the RFR, its specifications, or terms and conditions, which change the intent of this RFR are prohibited and may disqualify a response.

b. Answers to Questions. Firms should review Section 4 (“Scope of Services’) and Section 12 (“Evaluation Criteria”) prior to responding. All Responses must include an answer to each of the Questions listed in Section 11 (“Questions and Experience for Specific Categories of Legal Services”) for each of the categories for which the Firm wishes to be considered.

c. Cost Proposal. Please complete the Cost Proposal in the attached Appendix A, providing a firm indication of your proposed fees for each of the Specific Categories of Legal Services for which you are responding. Your response to the Cost Proposal should be an offer held firm for 60 days from the RFR Response Deadline.

d. Mandatory Attachments. The following mandatory attachments are available on COMMBUYS and must be attached to the Response. The Board may, but is not obligated to, waive or modify any irregularities in the Responses received.

Appendix J

Electronic Funds Transfer (EFT) Form

10. Procurement Management Team: The Board Chairman and the Board Administrator will comprise the Procurement Management Team (“PMT”) and will evaluate the Responses. The PMT will make its recommendation to the Board for approval. The PMT will select the firms that best meet the needs of the Board using the Evaluation Criteria described below in Section 12.

11. QUESTIONS This RFR seeks Responses for General Legal Services. The Scope of Services can be found in Section 4. Please include answers to the following questions in your response.

e. Please identify the personnel that will comprise your team. Please provide a brief description of the relevant experience of each individual including their professional background, knowledge and technical abilities, the role each will serve their title and their office location. Highlight the specific team members’ experience in context of the description in the Scope of Services.

f. Please demonstrate specific experience in the following areas:

i. Experience in organizational governance issues, in particular those issues related to non-profit entities.

ii. Experience with boards and subcommittees.

iii. Issues of professional liability and D&O liability and related government insurance issues, specifically the impact of issues regarding government officials and issues of government immunities and liability caps.

iv. Massachusetts Public Records, Open Meeting, and Conflict of Interest Laws and related issues.

v. Government contracts and Massachusetts State procurement laws, regulations, procedures and policies.

vi. Experience with Municipal Finance.

vii. Experience working with governmental agencies that invest government assets.

viii. Experience working on legal issues with government agencies that interact with the SRBTF.

ix. Experience assisting clients in responding to information requests (subpoenas, search warrants, etc.) issued by government regulatory and investigatory agencies.

g. Please identify and include details of any pertinent judgment, criminal conviction, investigation or litigation related to performance of legal services or malpractice, pending against the Respondent or any of its officers, directors, employees, agents or subcontractors of which the Respondent has knowledge or a statement that there are none.

h. Please provide at least three references from clients at your firm who have utilized the firm on matters related to the respective categories of General Legal Service similar to those outlined in this RFR. References should include a contact person with an email address and a phone number.

12. Evaluation Criteria. The RFR evaluation process will evaluate firm’s responses to the questions in the Question section, references provided by the firm and the cost proposal.

i. Responses to questions.

j. Firm’s cost proposal (a completed Exhibit A).

k. References will reinforce the firm’s demonstrated competence, strength, commitment and stability of the firm.

l. Oral interviews (if necessary).

A recommendation to the Board by the PMT of firms to be selected. The Board reserves the right to consider other factors, including information that may not be provided in the proposals if it deems the information relevant to the evaluation and selection process. The Board reserves the right, but is not obligated, to waive or modify any irregularities in the responses received.

13. Contract Documents. Any contract that results from this RFR shall be comprised of this RFR, the firm’s response to this RFR, all applicable Exhibits and Attachments, and a completed and signed Commonwealth Standard Contract Form.