23-024 Bond Counsel RFQ.pdf

REQUEST FOR QUALIFICATIONS

FOR

BOND COUNSEL AND RELATED ADVISORY

SERVICES

RFQ NO. 23-024

SEPTEMBER 8, 2023 AT 2:00 PM

TABLE OF CONTENTS

Request for Qualifications Notice

Project Information

Evaluation and Selection

Communication

Submitting a Response

General Requirements and Instructions

Submittal Response Checklist

Respondent Questionnaire

Conflict of Interest Questionnaire

RFQ No. 23-024

REQUEST FOR QUALIFICATIONS (RFQ) NOTICE

Sealed Statements of Qualifications (SOQ) will be received by Harlingen Waterworks System (HWWS) at the office of the Purchasing Manager September 8, 2023 until 2:00 p.m. (Deadline) for:

BOND COUNSEL AND RELATED ADVISORY SERVICES

Solicitation No.: 23-024

The RFQ documents may be downloaded from HWWS’s website (www.hwws.com). SOQ received after the deadline will not be considered.

The contract(s) resulting from this solicitation is subject to the Environmental Protection Agency’s (EPA) Disadvantaged Business Enterprise (DBE) Program, which includes EPA-approved fair share goals toward procurement of Minority and Women-owned Business Enterprise (M/WBE) businesses. EPA rules require that applicants and prime contractors make a good faith effort to award a fair share of contracts, subcontracts, and procurements to M/WBEs through demonstration of the six affirmative steps. For more details of the DBE Program and the current, applicable fair share goals, please visit www.twdb.texas.gov/DBE.

HWWS reserves the right to reject any or all responses, to waive any or all formalities or technicalities, and to negotiate and enter into a contract with any, all, or none of the respondents, and to continue to contract with such firm(s) beyond the scope of initial contract(s) entered into as a result of this RFQ.

INTENT OF REQUEST FOR QUALIFICAITONS

Objective

HWWS intends to contract with a qualified firm to provide Bond Counsel Services and any related service(s) that may include assistance with respect to loans or loan forgiveness funding administered through the Texas Water Development Board (TWDB). However, HWWS reserves the right to award contracts to one or more Offerors evaluated to be the most qualified based on the SOQ submittal, references, and other information that may become known to HWWS.

Background HWWS is a component unit of the City of Harlingen, Texas, providing water and sewer services for approximately 29,000 retail accounts, 5 wholesale accounts, and a total residential population of roughly 85,000 in the Harlingen area. HWWS employs approximately 150 employees and operates on an annual budget of $24 million.

The City of Harlingen, Texas is in Cameron County, near the center of the Rio Grande Valley, at the southern tip of Texas. The City was incorporated in 1910, and first adopted its Home Rule Charter in 1927. The City covers approximately 32 square miles and has an https://www.twdb.texas.gov/dbe estimated population of approximately 72,000.

Harlingen is a home-rule city that operates under the Commission-Manager form of government. Harlingen Waterworks System (HWWS) is a department of the City, but by Charter, is operated under a Utility Board of Trustees, responsible for the management and operation of the System.

HWWS anticipates the issuance of debt within calendar year 2023.

HWWS’s fiscal year is October 1 through September 30. Outstanding debt on September 30, 2022 was $16,370,000.

HWWS’s bond issues outstanding as of September 30, 2022:

HWWS’s current bond ratings, based on the issuance of a municipal bond insurance policy, are as follows:

Aa2 by Moody’s Investors Service, Inc.

AA- by Standard & Poor’s Ratings Service

Scope of Services The legal firm retained as Bond Counsel will work with HWWS’s General Manager, Finance Director, other staff, and HWWS’s Attorney and Financial Advisor in advising HWWS and HWWS Utility Board of Trustees regarding all matters of municipal finance.

Typical services will be those customarily performed as part of a debt financing including, but not limited to, the services listed below. Please describe in detail the firm’s approach to providing these services:

1. Prepare certain certificates and review such other documents as are customary and necessary to structure and issue debt.

2. Prepare all documents and legal opinions required for authorization and issuance of the debt including all resolutions, ordinances, agreements, and contracts.

3. Prepare those portions of the Preliminary Official Statement and the Official Statement relating to the description of the debt, the security thereof, and the summary

Bond Issue

Original Amount

Issue Date

Maturity Date

Principal Outstanding

Waterworks and Sewer System Revenue Refunding, Series 2015A

$ 12,000,000 09/01/15 11/01/36 $ 9,125,000

Waterworks and Sewer System Revenue, Series 2015B 6,475,000 09/01/15 11/01/31 2,660,000

Waterworks and Sewer System Revenue, Series 2019 4,825,000 09/01/19 11/01/36 4,585,000 of the resolution authorizing the issuance. Bond Counsel will not be required to independently verify other data contained in the Preliminary Official Statement or the Official Statement.

4. Maintain liaison with Financial Advisor in the preparation of all legal documents pertaining to the authorization, sale and issuance of the Debt Instruments.

5. Provide an opinion on matters such as the applicability of any particular provision of federal and state securities laws, the eligibility of the debt for investment by various fiduciaries and other regulated investors, the validity and enforceability of security agreements, indentures and other documents related to the debt and its security, and all other matters necessary or incidental to the issuance of debt.

6. Assist in presenting information to bond rating agencies, as needed.

7. Attend the sale, signing, and closing, and all City Commission meetings relative to the issuance of the debt or any other meetings and workshops deemed necessary for that purpose by the City Commission, the Utility Board of Trustees, HWWS’ General Manager, or HWWS’ Financial Advisor.

8. Prepare any IRS filings required by federal tax law including Form 8038-G “Information Return for Tax-Exempt Governmental Obligations.”

9. Supervise the printing, if any, execution and delivery of the debt securities.

10. Prepare and distribute the final bound copies of the Transcript of Proceedings related to the debt.

11. Provide advice and counsel on continuing compliance with securities, tax, and other applicable laws including notice of any changes in tax law or any pending or proposed Federal and/or State legislation that could impact HWWS’ financing plans including the structuring of debt financing to ensure federal income tax exemption status.

12. Assist in preparing legal documents in connection with obligations and/or loan forgiveness funding.

13. Consult with the parties to the transaction prior to the issuance of Obligations or entry into loan forgiveness agreements.

14. Secure TWDB and Texas Attorney General approval of any Obligations and the registration of the Obligations by the Comptroller of Public Accounts of the State of Texas

15. Maintain ongoing communication with HWWS and Waterworks staff relative to any other pertinent developments in the municipal, legal and debt financing environment.

16. Provide expert testimony when necessary.

Estimated Timeline Respondents should have an experienced staff and a workload reasonably free from conflicts to provide bond counsel services and produce documents in a timely manner. The following initial project timeline is anticipated:

SOQ Submittal Deadline ............................... September 8, 2023 at 2:00 PM Respondent Selection ..................................... September 15, 2023 Contract Negotiation ..................................... September, 2023 Board Award of Contract .............................. September 27, 2023

Respondents must have the demonstrated ability, experience, and availability to fully satisfy HWWS’s objectives for the project on time with a high standard of quality.

EVALUATION AND SELECTION

Evaluation Criteria and Scoring After the deadline for receipt of SOQ, an Evaluation Committee will review and consider all responsive SOQ and other experience and reference information that may be or become known to the Committee. The Committee will evaluate and numerically score each respondent firm in accordance with the criteria listed below, assigning points up to the maximum indicated. A respondent’s failure to provide information necessary to assign a score for a given criterion will result in no points being awarded for that criterion.

1. Project Team and Resumes

2. Experience

3. Texas Water Development Board Financing Experience

4. Understanding of Client and Approach

5. Availability and Ability to Meet Deadlines

MAXIMUM TOTAL 100

Selection Process After scoring, several firms may be short-listed and required to provide supplemental information or give a formal presentation to executive management.

The Evaluation Committee will identify the most qualified respondent, and contract negotiations will begin. If negotiation is successful, executive management will make a recommendation to HWWS’s Board of Trustees whose approval will be required before entering into a contract.

If negotiations are unsuccessful, negotiations will be formally terminated and negotiations with the next most qualified respondent will begin. This process will continue until contract terms are successfully negotiated.

COMMUNICATION

Lobbying Prohibited During the period between SOQ submission and contract award, respondents, including their agents and representatives, shall not directly discuss or promote their SOQ with any member of the Harlingen Waterworks Board of Trustees, Harlingen City Commission, or Waterworks and City staff except in the course of Waterworks-initiated inquiries, briefings, interviews, or presentations. Violation of this provision may result in the disqualification of the respondent.

Questions and Requests for Clarification Any respondent in doubt as to the intended meaning of any part of the RFQ or needing additional information may request clarification via email from HWWS’s Purchasing Manager at machamberlain@hwws.com. If the clarification request is deemed to be substantive, HWWS will publish clarification via addendum on HWWS’s website (www.hwws.com). In order to have a request for clarification considered, the request must be submitted in writing via email and delivered to the Purchasing Manager no later than five

(5) days prior to the submittal deadline. No verbal explanations or clarifications will be binding.

Addenda Any changes, supplemental information, or clarifications to this RFQ will be made only by addenda posted on HWWS’s website.

Addenda will become part of the RFQ documents having the same binding effect as provisions of the original RFQ. It shall be the respondent’s responsibility to ensure that it has downloaded and reviewed all addenda. Furthermore, respondents must acknowledge receipt of each addendum by signature on the Respondent Questionnaire. HWWS does not assume responsibility for the receipt of any addenda posted. Failure of any respondent to obtain any addendum will not relieve such respondent from its terms and requirements.

SUBMITTING A RESPONSE

Deadline Respondents are strongly encouraged to submit their SOQ at least two (2) hours prior to the submittal Deadline date and time. SOQ must be filed with HWWS’s Purchasing Office before the deadline date and time. No late SOQ will be accepted – they will be returned to respondent unopened (if properly identified).

mailto:machamberlain@hwws.com http://www.hwws.com/

Submission and Delivery Requirements Responses must include five (5) hard copies of the SOQ enclosed within a sealed envelope delivered to the Purchasing Office. Additionally, one (1) electronic copy of the SOQ in portable document format must be emailed as a downloadable link or attachment to the Purchasing Manager at machamberlain@hwws.com within 24 hours of the submittal deadline. Electronic copy must be identical in content and format to the hard copy SOQ.

Sealed envelopes must be marked on the outside as follows:

SOQ – BOND COUNSEL AND RELATED ADVISORY SERVICES

Solicitation No.: 23-024 Attn: Purchasing Manager

SOQ submittals shall have no more than 18 pages excluding covers, dividers, questionnaire, checklist, and any other required form. Pages counting against the limit shall be numbered.

Font shall be uncompressed width no smaller than 11 point, and page size shall be 8.5” x 11”.

It is recommended that responses submitted on the Deadline date be hand-delivered to ensure receipt. If delivering by courier, send to:

Harlingen Waterworks System Purchasing Office 114 L Street Harlingen, TX 78550

SOQ Content and Organization

The required SOQ content shall be organized and titled as follows:

1. Submittal Response Checklist. Complete and include the Submittal Response Checklist within the SOQ. Verify that the checklist is signed and that all documents on the checklist have been included with the SOQ.

2. Respondent Questionnaire. The Respondent Questionnaire captures general information regarding the respondent firm submitting an SOQ. It also includes acknowledgements for the attached exhibits and addenda. The document is required and must be completed and included in the SOQ.

3. Project Team and Resumes.

a. Provide an organizational chart identifying Key Personnel of the respondent’s team to be involved in providing the services described in this RFQ. At a minimum, Key Personnel should include the following:

mailto:machamberlain@hwws.com

• Principal-in-charge (including those of any sub-consultants)

• Lead Counsel

• Project team Task leads and senior counsel responsible for oversight and quality control of the various elements of the scope of services (including those of any sub-consultants)

b. Provide resumes for Key Personnel including title, education, a brief overview describing their professional qualifications such as licenses, certifications, associations, and all relevant experience, including experience and familiarity with TWDB, as it relates to services to be provided under this RFQ, and the branch office location out of which they will normally work while assigned to the Project. Resumes should not exceed one (2) pages. Multiple resumes may be presented on a single page.

c. Identify the percentage of full-time engagement that each Key Person will be committed to the Project and indicate whether or not they will be assigned for the duration of the Project.

d. Describe the succession plan process for the replacement of Key Personnel in the event of their departure from the firm during the project.

e. Identify any sub-consultants that are included as part of the proposed team, their role, and related experience for the Project.

f. Identify any additional skills, experiences and qualifications that distinguish the respondent for the scope of services to be performed under this RFQ.

4. Project Experience.

a. Respondent’s Team must have demonstrated experience within the past five (5) years serving as lead counsel on at least five (5) projects of similar nature.

b. Describe reference project experience and the roles and responsibilities that Key

Personnel (as proposed under this RFQ) held on each reference project. Include experience assisting clients with TWDB financing. For each reference project, include the following:

• Name of owner and location (city and state).

• Brief description of the nature and scope of bond counsel services.

• Corresponding year and duration of assignments.

• Respondent’s overall role and the roles and responsibilities of Key Personnel proposed to serve in a similar capacity under this RFQ.

• Provide reference project contact information including names, titles, valid phone number and email addresses (previously verified by the Respondent).

5. Project Understanding and Approach.

a. Describe understanding of HWWS and its needs, team structure and roles of each sub-consultant (if any), and approach to the Project including tasks that must be accomplished to complete the work on time. Descriptions should include:

• Understanding of and familiarity with HWWS, its financial position, and funding needs including any unique aspects or challenges.

• Project leadership, reporting structure, and communication with the proposed team and HWWS.

• Specialized skills needed and resources to be utilized.

• Responsiveness, attention to details, follow-through and responsibility of sub-consultants.

6. Availability and Ability to Meet Deadlines. Describe in detail the respondent’s availability and how workload will be managed. Indicate the location of respondent’s offices and how location will impact responsiveness.

By submission of a response, respondents acknowledge they have read and thoroughly understand and agree to the scope of services, terms, and conditions contained in the RFQ, unless exceptions are clearly and specifically noted in the SOQ.

GENERAL REQUIREMENTS AND INSTRUCTIONS

Ownership and Use of SOQ Once submitted, SOQ become the property of HWWS; as such, HWWS reserves the right to use any ideas contained in any proposal regardless of whether or not a respondent is selected.

Deviation from Specification/Requirements

Respondents are directed to read the project requirements thoroughly and ensure their SOQ submittals comply with all requirements. Any variation from the solicitation requirements must be clearly indicated by letter, on a point by point basis, attached to and made a part of the SOQ. If no exceptions are noted, it will be required that the services and requirements defined in this RFQ be provided and met by the selected respondent.

Time for Action and Notification of SOQ Changes

HWWS reserves the right to hold SOQ up to 90 days after the submittal deadline without taking action. During this period, respondents are required to advise of any substantive changes in the information, approach, or assignment of personnel stated in the SOQ. No supplemental, expounding, or clarifying revisions or additions will be considered after the submittal deadline. Handwritten alterations of SOQ made before opening time must be initialed by respondent demonstrating authenticity.

Award Respondents are advised that HWWS is soliciting SOQ in compliance with Government Code 2254 “Professional Services Procurement Act”, and award shall be made to the respondent that, in the opinion of HWWS, is the best and most advantageous.

Right to Reject/Award

HARLINGEN WATERWORKS SYSTEM RESERVES THE RIGHT TO REJECT ANY

OR ALL SOQ, TO WAIVE ANY OR ALL FORMALITIES OR TECHNICALITIES, TO

ENTER INTO A CONTRACT WITH ANY, ALL, OR NONE OF THE RESPONDENTS

AS MAY BE DEEMED TO BE THE BEST AND MOST ADVANTAGEOUS TO HWWS,

AND TO CONTINUE TO CONTRACT WITH SUCH FIRMS BEYOND THE SCOPE OF

INITIAL CONTRACT(S) ENTERED INTO AS A RESULT OF THIS SOLICITATION.

Respondent’s Employees

Neither the respondent nor its employees engaged in fulfilling the terms and conditions of a professional services contract resulting from this RFQ may be current employees of HWWS.

Past Performance Respondents’ past performance known to HWWS outside of SOQ information submitted may be taken into consideration in the evaluation the SOQ.

SOQ Preparation Costs Issuance of this RFQ does not commit HWWS, in any way, to pay any costs incurred in the preparation and submission of SOQ. All costs related to the preparation and submission of SOQ shall be borne by the respondents.

Equal Employment Opportunity

Respondent agrees that it will not discriminate in hiring, promotion, treatment, or other terms and conditions of employment based on race, sex, national origin, age, disability, or in any way violate Title VII of 1964 Civil Rights Act and amendments, except as permitted by law.

All qualified Applicants will receive consideration for employment without regard to race, color, religion, sex, age, handicap of national origin. Bidders on this work will be required to comply with the President’s Executive Order No. 11246, as amended by Executive Order 11.375, and as supplemented in Department of Labor regulations 41 CFR; Part 60. A complete version of TWDB document, “Guidance for Utilization of Small, Minority, and Women-Owned Businesses in Procurement”, is available at:

http://www.twdb.texas.gov/financial/instructions/doc/TWDB-0210.pdf

Certificate of Interested Parties – Form 1295 Texas Government Code §2252.908 (H.B. 1295) prohibits a Texas governmental entity from entering into a contract that either (1) requires an action or vote by the governing body of the entity, or (2) has a value of at least $1 million, unless the business entity with http://www.twdb.texas.gov/financial/instructions/doc/TWDB-0210.pdf which the governmental entity is contracting submits a disclosure of interested parties at the time the business entity submits the signed contract to the governmental entity.

The selected respondent(s) with which HWWS intends to contract under this RFQ is anticipated to fall under the filing requirements of §2252.908. The Texas Ethics Commission (“Commission”) has adopted a certificate of interested parties form (Form 1295) and rules requiring the business entity to complete Form 1295 electronically and submit an executed copy to the governmental entity. Respondents are advised that HWWS will require respondent(s) to complete Form 1295 and submit it to the Purchasing Manager with submission documents. Respondents should complete and include Form 1295 in their SOQ.

Information and instructions regarding the filing requirements are available on the Commission’s website at the following links:

https://www.ethics.state.tx.us/tec/1295-Info.htm https://www.ethics.state.tx.us/whatsnew/FAQ_Form1295.html https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

The filing process requires filers to:

• Register and create an account on the Commission’s website.

• Click the password setup link in the email from the Commission and create password.

• Enter email address, password, and user type (Business Entity) to log in to the filing application section to enter the required information on Form 1295.

• In Section 3 enter the Contract Identification Number and Project Name. HWWS’s RFQ solicitation number is to be used as the contract identification number.

• Print a copy of the completed form which includes a unique certification of filing number assigned by the application.

• An authorized agent of the respondent must sign the form. The completed, executed Form 1295 with the certification of filing must be submitted.

http://www.ethics.state.tx.us/tec/1295-Info.htm http://www.ethics.state.tx.us/whatsnew/FAQ_Form1295.html http://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

Conflict of Interest – Form CIQ Respondents are advised that they must be in compliance with Chapter 176 of the Texas Local Government Code requiring that any vendor or person considering doing business with a local government entity disclose in Form CIQ the vendor or person’s affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator (i.e. Purchasing Manager) of HWWS not later than the 7th business day after the date the person becomes aware of conditions that require the statement be filed. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. For more information and to obtain Questionnaire CIQ go to the Texas Ethics Commission web page at:

https://www.ethics.state.tx.us/forms/CIQ.pdf

PROSPECTIVE RESPONDENTS ARE DIRECTED TO CONSULT WITH THEIR

LEGAL COUNSEL REGARDING ANY QUESTION ABOUT COMPLIANCE WITH

THE CODE. COMPLIANCE IS THE INDIVIDUAL RESPONSIBILITY OF EACH

PERSON OR AGENT OF A PERSON WHO IS SUBJECT TO THE FILING

REQUIREMENT. AN OFFENSE UNDER CHAPTER 176 IS A CLASS “C”

MISDEMEANOR.

Disadvantaged Business Enterprise Program Requirements

Contract(s) resulting from this solicitation will be subject to the Environmental Protection Agency’s (EPA) Disadvantaged Business Enterprise (DBE) Program, which includes EPA-approved fair share goals toward procurement of Minority and Women-owned Business Enterprise (M/WBE) businesses. EPA rules require that applicants and prime contractors make a good faith effort to award a fair share of contracts, subcontracts, and procurements to M/WBEs through demonstration of the six affirmative steps. For more details of the DBE Program and the current, applicable fair share goals, please visit www.twdb.texas.gov/DBE.

Authorization to Bind Respondent to a Contract SOQ must identify the respondents’ full firm name and address on the Respondent Questionnaire, and include a manual signature. Failure to do so will disqualify the respondent. The person signing the SOQ must indicate title or authority to bind the firm to a contract. The legal status of the respondent, whether corporation, partnership, or individual, shall also be stated in the SOQ. A corporation shall execute the SOQ by its duly authorized officers in accordance with its corporate by-laws and shall also list the state in which it is incorporated. A partnership respondent shall give full names and addresses of all partners. All partners shall execute the response. The place of residence of each respondent, or the office address in the case of a firm or company, with county and state and telephone number, shall be given after the signature.

Confidential Information

Any information in an SOQ deemed to be confidential by the respondent should be clearly noted as such on the pages where confidential information is contained; however, HWWS cannot guarantee that it will not be compelled to disclose all or part of any public record https://www.ethics.state.tx.us/forms/CIQ.pdf https://www.twdb.texas.gov/dbe under Texas Public Information Act, since information deemed to be confidential by the respondent may not be considered confidential under Texas Law, or pursuant to a Court order.

Disclaimer on Electronic Files While precautions have been taken to ensure that files downloaded from HWWS’s website will not interfere with or cause damage to a user’s system or its existing data, HWWS accepts no responsibility for damages that may be caused by these files and makes no other warranty or representation, neither expressed nor implied, with respect to these files. These files are provided “as is”, and the user assumes the entire risk of their use.

SUBMITTAL RESPONSE CHECKLIST

Project Name: BOND COUNSEL AND RELATED ADVISORY SERVICES

RFQ Number: 23-024

Firm Name:

Use the checklist to ensure that the proposal is complete by checking off each item included with your response. Sign and date this form and include this page with each proposal.

☐ Respondent Questionnaire ☐ Project Team and Resumes (including Organizational Chart) ☐ Project Experience ☐ Project Understanding and Approach ☐ Availability and Ability to Meet Deadlines ☐ Conflict of Interest Questionnaire

I certify that the proposal submitted includes the items as indicated above.

Signature Date

Printed Name

Title

RESPONDENT QUESTIONNAIRE

PROJECT NAME: BOND COUNSEL AND RELATED ADVISORY SERVICES

Instructions: The Respondent Questionnaire must be completed and submitted with the SOQ. Complete the questionnaire by inserting the requested information. Do not modify or delete the questions.

1. Respondent Information: Provide the following information regarding the Respondent.

(NOTE: Co-Respondents are two or more entities proposing as a team or joint venture with each signing the contract, if awarded. Sub-contractors are not Co-Respondents and should not be identified here. If this SOQ includes Co-Respondents, provide the required information in this Item #1 for each Co-Respondent by copying and inserting an additional block(s) before Item #2.)

Respondent Name:

(NOTE: Give exact legal name as it will appear on the contract, if awarded.)

Principal Address:

City: State: Zip Code:

Telephone No.: Years in Business:

Social Security Number or Federal Employer Identification Number:

2. Contact Information: List the one person who HWWS may contact concerning the SOQ or setting dates for meetings.

Name: Title:

Address:

City: State: Zip Code:

Telephone No.: Email:

3. Principal-in-Charge: Identify the Principal-in-Charge authorized to commit the Respondent to a contractual agreement and provide title or other indication of such authorization.

4. Organizational Changes: Does Respondent anticipate any mergers, transfer of organization ownership, management reorganization, or departure of key personnel within the next twelve (12) months?

Yes ☐ No ☐

5. Is Respondent authorized and/or licensed to do business in Texas?

Yes ☐ No ☐ If “Yes”, list authorizations/licenses.

5. Debarment/Suspension Information: Has the Respondent or any of its principals been debarred or suspended from contracting with any public entity?

Yes ☐ No ☐ If “Yes”, identify the public entity and the name and current phone number of a representative of the public entity familiar with the debarment or suspension, and state the reason for or circumstances surrounding the debarment or suspension, including but not limited to the period of time for such debarment or suspension.

6. Bankruptcy Information: Has the Respondent ever been declared bankrupt or filed for protection from creditors under state or federal proceedings?

Yes ☐ No ☐ If “Yes”, state the date, court, jurisdiction, cause number, amount of liabilities and amount of assets.

7. Prior Business Names: Provide any other names under which Respondent has operated within the last 10 years.

8. Litigation Disclosure: Respond to each of the questions below by checking the appropriate box. Failure to fully and truthfully disclose the information required in the Litigation Disclosure questions may result in the disqualification of your proposal from consideration or termination of the contract, once awarded.

a. Have you or any member of your Firm or Team to be assigned to this project ever been indicted or convicted of a felony or misdemeanor greater than a Class C in the last five (5) years?

Yes ☐ No ☐

b. Have you or any member of your Firm or Team to be assigned to this project been terminated (for cause or otherwise) from any work being performed for HWWS or any other Federal, State or Local Government, or Private Entity?

c. Have you or any member of your Firm or Team to be assigned to this project been involved in any claim or litigation with HWWS or any other Federal, State or Local Government, or Private Entity during the last ten (10) years?

If you have answered “Yes” to any of the above questions, please indicate the name(s) of the person(s), the nature, and the status and/or outcome of the information, indictment, conviction, termination, claim or litigation, as applicable. Any such information should be provided on a separate page, attached to this form and submitted with your proposal.

9. Compliance Agreement:

Nondisclosure. No information obtained by Respondent from HWWS shall be disclosed by Respondent to any third party. In the event Respondent is subject to the Texas Public Information Act, upon receipt of a request for any information obtained by Respondent, Respondent shall provide notice to HWWS of the request along with a copy of the request, and give HWWS the opportunity to respond to the request prior to its release by Respondent.

No Lobbying and Compliance with Law. During the selection process for the project named in this RFQ, Respondent agrees to comply with all applicable laws and regulations, including but not limited to restrictions against direct or indirect lobbying of public officials. Respondent agrees not to make or permit to be made any improper payments, or to perform any unlawful acts.

This agreement shall be construed to be enforceable to the maximum extent permitted by law.

Failure to complete this question or comply with its terms may subject this firm to elimination from the selection process at any time.

Does the Respondent agree to the above?

10. Boilerplate Contract Terms and Conditions: Respondent acknowledges having read the boilerplate contract for services to be provided in connection with this RFQ including the insurance requirements incorporated therein.

Respondent shall indicate whether or not it takes substantive exceptions to its terms.

No Exceptions ☐ Exceptions ☐ If Exceptions are taken, Respondent should submit proposed alternative language to HWWS as an attachment accompanying this questionnaire.

Exceptions will not be accepted after the proposal due date and time.

11. Addenda: Each Respondent is required to acknowledge receipt of all addenda.

None ☐ Yes ☐ If “Yes”, identify each.

The information provided above is true and accurate to the best of my knowledge. Furthermore, we understand that failure to complete the Respondent Questionnaire may subject this firm to elimination from the selection process.

Signature Date

Printed Name

Title

ETHICS COMPLIANCE STATEMENT

BOND COUNSEL AND RELATED ADVISORY SERVICES

Bid No. 23-024

The undersigned respondent, by signing and executing this RFQ, certifies and represents to HWWS that respondent has not offered, conferred or agreed to confer any pecuniary benefit, as defined by (1.07 (a) (6) of the Texas Penal Code, or any other thing of value as consideration for the receipt of information or any special treatment or advantage relating to this RFQ nor as consideration for the recipient’s decision, opinion, recommendation, vote or other exercise of discretion concerning this RFQ. The respondent certifies and represents that respondent has neither coerced nor attempted to influence the exercise of discretion by any officer, trustee, agent or employee of HWWS concerning this RFQ on the basis of any consideration not authorized by law. The respondent also certifies and represents that respondent has not received any information not available to other respondents so as to give the undersigned a preferential advantage with respect to this bid. The bidder further certifies and represents that respondent has not violated any state, federal, or local law, regulation or ordinance relating to bribery, improper influence, collusion or the like, and that respondent will not in the future offer, confer, or agree to confer any pecuniary benefit or other thing of value of any officer, trustee, agent or employee of HWWS in return for the person having exercised their official discretion, power or duty with respect to this bid. The respondent certifies and represents that it has not now and will not in the future offer, confer, or agree to confer a pecuniary benefit or other thing of value to any officer, trustee, agent, or employee of HWWS in connection with information regarding this RFQ, the submission of this RFQ, the award of this RFQ or the performance, delivery or sale pursuant to this RFQ.

FIRM’S REPRESENTATIVE: ________________________________________________________

(Signature)

TYPE/PRINT NAME: ________________________________________________________

TITLE: ________________________________________________________

COMPANY NAME: ________________________________________________________

MAILING ADDRESS: ________________________________________________________

CITY, STATE, & ZIP CODE: ________________________________________________________

TELEPHONE: ________________________________________________________

EMAIL: ________________________________________________________

FEDERAL ID# AND/OR S/S#: ________________________________________________________

DATE: ________________________________________________________

D. Estimated Timeline