City of Dallas

Request for Qualifications (RFQ) Project Title:

Bond and Disclosure Counsel Services

Solicitation Number: BFZ26-00029361 http://www.dallascitynews.net/

Scope of Work

I. Introduction, Purpose, and Intent

The City of Dallas (the “City”) is seeking submittals from experienced law firms to this Request for

Qualifications (RFQ) to (1) provide bond counsel services for the purpose of providing legal opinions, preparing, negotiating and reviewing documents and advising the City in matters pertaining to the issuance, approval, sale and delivery of, and special issues that may arise from, municipal bonds and other debt instruments authorized by the City or its instrumentalities, including both general obligation and enterprise bonds; and (2) disclosure counsel services to the City of Dallas regarding primary offerings and secondary market disclosures.

Based on the consideration of the responses to this RFQ, the City anticipates that it will award (1) one or more five-year ID/IQ contracts for bond counsel services to one or more law firms or a team of bond counsel and co-bond counsel law firms (see section a. Background), and (2) one five-year ID/IQ contract for disclosure counsel services to one law firm or team of disclosure counsel and co-disclosure counsel law firms. Under no circumstance will a single law firm or team be awarded both a bond counsel contract and a disclosure counsel contract. If a single firm or team is the most qualified under more than one category, final assignment of firm to either general obligation, enterprise bond, or disclosure counsel is at the sole discretion of the City. The number of contracts resulting from this RFQ, the determination of whether the contract should be awarded to one or more teams of bond counsel, co-bond counsel, and disclosure law firms, and the type of bond issues assigned to the various teams are matters within the discretion of the City.

An ID/IQ agreement is established when quantities of goods/services and/or delivery schedules cannot be determined. Services under this agreement will be ordered on an as needed basis for the term of the agreement.

A. Background

The City’s practice has been to use two teams of Bond Counsel/co-bond counsel to handle its municipal debt offerings. Group 1, consisting of a law firm acting as bond counsel and a law firm acting as co-bond counsel, jointly provides legal services in connection with the City’s authorization, sale issuance and delivery of its

Waterworks and Sewer System bonds and commercial paper, tax increment financing bonds, Dallas Airport

System (Love Field, Dallas Executive Airport, and Vertiport) bonds and bond financings of conduit issuers of the City, as determined by the City Attorney and Dallas City Council. Group 2 consisting of a law firm acting as bond counsel and a law firm acting as co-bond counsel, jointly provides legal services in connection with the City’s authorization, sale, issuance, and delivery of its general obligation bonds, combination tax and revenue certificates of obligation, equipment acquisition contractual obligations, Convention Center bonds, and other bond financings as determined by the City Attorney and Dallas City Council.

Required services for both Bond and Disclosure Counsel are described in the Required Services section of the Request for Qualifications (the “RFQ”). The City issues both long- and short-term debt to provide financing for various permanent public improvements in the City and is required to disclose on a continuing basis:

financial summaries, operating data, and audited financial statements. Outstanding obligations/issuance history are listed in Exhibit A.

In addition to required services, the RFQ describes qualifications, evaluation criteria, and form of response to serve as either bond or disclosure counsel. The City will evaluate the submittals for potential award of a contract or contracts according to the evaluation criteria outlined in the corresponding section for each service, broken down as Group 1 General Obligation Bond Counsel, Group 2 Enterprise Bond Counsel, and Group 3 Disclosure Counsel.

The City reserves the right to: (1) negotiate and award a contract(s) resulting from the RFQ, (2) not award a contract(s) resulting from the RFQ, (3) extend the RFQ due date, (4) amend the RFQ, (5) cancel the RFQ and

(6) waive minor technicalities. The cost of preparing a response is solely that of the respondent(s) submitting a proposal for this RFQ (“Respondent”) and neither the City nor its consultants will be liable for any corresponding expenses. The City reserves the right to negotiate all resulting contract terms with selected

Respondents.

II. Proposal Meeting Schedule, Questions, and Inquiries

During the solicitation process Respondents are required to limit their communication regarding this project to the Buyer referenced herein. A qualifications and preproposal meeting will be held by the City whereby the

Respondents will have an opportunity to ask the requesting department(s) questions and/or obtain clarification.

The qualifications and preproposal meeting will be the only time when Respondents and requesting department(s) will communicate directly, thereafter, all communication associated with this project shall be address to the assigned Buyer. Respondents may submit their questions electronically through the City solicitation portal, https://dallascityhall.bonfirehub.com/login. All questions shall be submitted electronically, the City will respond to all questions by way of addendum which will be posted as part of the solicitation. The

City, its agents, and employees shall not be responsible for any information given by way of verbal communication.

III. Qualifications and Proposal Submittal Requirements

A. FORMAT OF SUBMITTAL CONTENT Submittals shall be structured and formatted as follows:

i. Transmittal Letter (Executive Summary of Services): All submittals shall include a completed transmittal letter signed by an employee of the institution who is authorized to contractually bind the Respondent.

1. Maximum length of two pages on company letterhead.

2. Identify the group/service(s) for which the response has been submitted (Bond Counsel – Enterprise, Bond Counsel – General Obligations, Disclosure Counsel).

3. Include an offer to negotiate indicating the Respondent’s understanding and agreement to comply with the terms of this RFQ and all related addenda and stipulating that the submittal set forth remains effective for a minimum period of 150 days.

4. Include Firm's name, address and telephone number.

5. Include the name, addresses, and telephone number of a single contact person for all correspondence and notifications regarding this RFQ.

6. Include names, addresses, and telephone numbers of any other person(s) authorized to represent the Firm.

7. The original signature of a partner, principal, or officer of the Respondent with a statement that the signatory is authorized to submit the submittal.

ii. Table of Contents: Submittals shall be submitted with a Table of Contents with appropriate page numbers for locating the required information and attachments as specified in the

Submittal Requirements.

iii. Submittal

1. Each submittal shall be typed.

2. Refer to each section for details on submittal contents (qualifications and required services) to submit an organized proposal under the lens of the evaluation criteria.

Responses should include factual examples that demonstrate the expertise of the assigned staff, not merely generalities.

https://dallascityhall.bonfirehub.com/login

B. QUALIFICATIONS: Following is a list of the information to be provided by the Respondent. A submittal that does not include the information required below may be deemed non-responsive and subject to rejection. Attorneys working for the City must be licensed in the State of Texas and shall provide copy of license with submission or upon the City’s request.

i. Management and Qualifications

1. Describe the legal services which your firm could provide to the City. State whether your firm can provide all the services in the RFQ Scope of Services for each group or groups upon which a proposal is submitted. Identify any services that your firm cannot provide and how you would propose to fulfill the scope of services under those circumstances.

2. State the names of the partners and associates who would be assigned to the City’s account, describe the expected services to be provided by each attorney, provide their resumes and describe their anticipated commitment of time to the City’s account.

Identify the partner in charge and, for this partner, provide three (3) client references relating to engagements like the one described in this RFQ. Respondents may use City provided form, “References Requested Worksheet” (Exhibit E). Client references must include a contact name, address, email address and telephone number the City can use to verify the references. It is the responsibility of the Respondent to ensure submitted references will be responsive to City’s requests.

3. Describe your firm’s experience related to the City’s Scope of Services to be provided in response to the RFQ, including a brief summary of any notable transactions, issues and/or matters handled by your firm which best demonstrate your firm’s expertise and capabilities, including, but not limited to, your firm’s specific experience related to:

a. Cities comparable in size to the City and comparable in types of financing represented by the City’s outstanding debt, including offerings by non-profit corporations, such as local government corporations. Include any relevant experience with Texas cities.

b. Assisting municipal issuers with continuing disclosure issues.

c. Assisting municipal issuers with compliance with various Dodd-Frank provisions and SEC, MSRB, and IRS regulations.

d. Identifying specific public finance transactions the firm has worked on as legal counsel in the last five (5) years, including, but not limited to, the date of the transaction, type of transaction, name of issuer, par amount of borrowing, description of the projects, the firm’s role in the transaction, and whether the transaction was taxable or tax-exempt.

e. Approach to applicable federal securities laws and regulations.

f. Tax matters and the specialized tax advice beyond normal bond counsel services, if any. Identify those attorneys that practice full-time in the area of public finance tax law.

g. Identifying the public finance practice areas in which your firm has expertise or specialization.

ii. Provide a detailed description of

1. Any litigation or administrative proceeding in which your firm was a party in any matter related to the professional activities of the firm during the five (5) years prior to the date of this RFQ.

2. Litigation, investigation, or proceeding in which a court or administrative agency is addressing any question relating to the professional activities of the firm or its members; and

3. Any notice of official action, administrative inquiries, or formal SEC, MSRB, or IRS challenges pertaining to any public finance matter in which your firm served as bond counsel, underwriter’s counsel, or other form of special counsel in a public or private financing transaction.

4. Any expertise that your firm has in the areas of municipal, environmental, pension and health benefits or securities law.

5. Have any members, of counsels, or associates of your firm been a party in any adverse litigation or administrative proceeding against the City?

6. Are any members, of counsels, or associates of your firm conflicted out of representing the City? Identify any relationships or activities that might present a conflict of interest if the firm is selected as either Bond Counsel or Disclosure

Counsel for the City’s public finance transactions Provide facts, legal implications, and possible effects so that the City may evaluate the significance of each potential conflict. A conflict would include, without being limited to, the representation of any party in a matter adverse to the City to which a waiver had not been previously granted by the City. Additionally, provide a detailed description of your firm’s existing system for identifying conflicts of interest.

7. Have any members, of counsels, or associates of your firm held or currently hold any elected, appointed, or administrative positions for a local, state, or federal agency, board, or commission, that has taken an adverse position against the City or could conflict with your representation of the City?

8. Provide a written statement disclosing any actual, potential, or apparent conflicts of interest and provide a brief description of the nature of the conflict.

iii. Describe the process, procedures and controls used by your firm to control documents and subsequent changes. Describe your experience and abilities to coordinate with filing documents with Electronic Municipal Market Access (“EMMA”).

iv. Describe the names, proposed roles, background (especially the attorney’s public finance background), office location, and availability of personnel that would work on the City’s account. Please note that the prior written consent of the City Attorney’s Office is required prior to the substitution of any personnel listed in the firm’s proposal.

v. In a narrative statement, confirm that your firm is listed in the “Municipal Bond Attorneys” section of the most recent edition of “The Bond Buyer’s Municipal Marketplace.”

vi. [Covered by 6?]. Describe how your firm proposes to resolve a conflict of interest situation that may arise during the firm’s representation of City.

IV. Scope of Work

A. Bond Counsel/Co-Counsel – both Enterprise and General Obligations

A Respondent may submit qualifications on either Enterprise Bond Counsel or General Obligation

Bond Counsel or both. Although the general required services are similar, a Respondent should focus the proposal/s, specifically under qualifications, to show their experience with the specific type of bond counsel being offered. It will be at the City’s sole discretion to make final counsel assignment of any awarded Respondent.

i. Purpose

The firm or firms selected to act as bond counsel (either general obligation or enterprise) will be expected to act in that capacity for the City with respect to all aspects of new City financings, annual financial reporting, and continuing disclosure with respect to existing debt, including conducting a review of previously filed disclosure items. Firms shall be able to provide all services described in “Required Services”.

ii. Required Services

1. Provide advice and assistance on a continuing basis, as needed, on the legal requirements of various municipal financing structures, including, but not limited to, advice concerning tax issues, securities, and responsibilities of the City with respect to its debt issuances, including representations regarding whether Bond Counsel or Co-Bond Counsel, to its knowledge, is aware of any facts or omissions of facts that would make the City’s disclosure untrue or misleading.

2. Assist the City’s legal and financial staff and the City’s financial advisor in preparation of official statements, including, but not limited to preparing and/or reviewing preliminary official statements, and other documents necessary or appropriate to the authorization, issuance, sale, or delivery of municipal securities.

3. Prepare all necessary legal documents in connection with the authorization, issuance, sale and delivery of bonds, certificates, notes and other debt instruments, including notices of intent to issue, agenda notices, ordinances and resolutions authorizing issuance, bid documents, closing certificates, paying agent/registrar agreements, escrow agreements, trust indentures, and other documentation as required by the City, the Attorney General, the rating agencies and the insurance providers.

4. Rendering an opinion that the City’s bonds are binding obligations of the City and are validly issued under Texas law and that the interest on the bonds is excludable from gross income tax under federal law.

5. Produce and provide multiple copies of all bond transcripts, as requested, for City use.

6. Attend meetings with City staff, attend City Council briefings and meetings, bid openings and bond sales, and other meetings, including, but not limited to, meetings with potential investors, rating agencies and or credit enhancement providers, as may be requested by the City Attorney, City Manager or Chief Financial Officer.

7. Provide legal advice concerning the restrictions on the expenditure of City bond funds. Keep City abreast of federal and state law and federal tax developments which might be applicable to the City’s financing program or tax-exempt status of City’s proposed and outstanding bonds. This may include assistance in the development of alternative financing programs for potential capital projects, evaluating state and federal legislation for the City, and other tasks as required.

8. Request and obtain approval of bond issues from the Texas Attorney General and any other required authorities.

9. Review bond proofs and supervise the execution and delivery of the bonds or other debt instruments.

10. Assist in the preparation of a no-arbitrage certificate for the City in connection with its debt issuances and any other required IRS filings.

11. Reviewing the City’s audited year-end financial statements.

12. Providing advice generally on compliance with securities laws.

13. Providing any other legal services, advice or opinions as requested related to the

City’s financial reporting and financing program.

B. Disclosure Counsel

i. Purpose

The firm or firms selected to act as bond counsel would be expected to act in that capacity for the City with respect to all aspects of new City financings, annual financial reporting, and continuing disclosure with respect to existing debt, including conducting a review of previously filed disclosure items and IRS audits. Firms shall be able to provide all services described in “Required Services.”

ii. Required Services

1. Preparing and/or reviewing preliminary official statements, and other disclosure documents necessary or appropriate to the authorization, issuance, sale, or delivery of municipal securities.

2. Preparing the continuing disclosure agreement and providing advice and assistance to the

City in filing its Annual Information Statement and other filings, as necessary, to comply with S.E.C.

Rule 15c 2-12 (b) (5).

3. Reviewing the City’s audited year-end financial statements.

4. Providing advice generally on compliance with securities laws.

5. Performing due diligence and preparing the S.E.C. 10 (b) (5) opinion relating to the disclosure documents.

6. Participating in meetings with City staff, financial advisors, bond counsel, underwriters and underwriters’ counsel, as necessary or appropriate.

7. Participating, when requested, in activities associated with presenting information to rating agencies, potential investors, and/or credit enhancement providers relating to legal issues affecting City’s public finance transaction.

8. Drafting the necessary SEC 10(b)(5) anti-fraud opinion.

9. Advising City staff as to regulatory changes with respect to disclosures.

10. Assist City staff in documenting and updating internal written policies and procedures with respect to disclosure activities, including both initial offering documents and ongoing disclosure obligations.

11. Assist staff in monitoring disclosure requirements to help staff ensure timely and complete disclosures.

12. Providing training for City staff and City Council with respect to disclosure rules, regulations and responsibilities.

13. Providing any other legal services, advice or opinions as requested related to the City’s financial reporting and financing program.

14. Preparing annual disclosure documents that serve as annual reports, satisfying Rule

15c 2-12 continuing disclosure obligations, and incorporating by reference into official statements for bond issuance.

15. Provide a disclosure counsel opinion addressed to the City and the Underwriter, if requested.

C. Matters to be addressed by all Respondents:

i. The City Financial Services Department and City Attorney’s Office, from time to time, have a need to schedule and conduct person-to-person meetings concerning an urgent issue regarding the City’s public finance matters. Respondent should describe how it proposes to staff a meeting at Dallas City Hall having had just several hours’ prior notice.

ii. Describe how Respondent would typically manage the assigned project. Specifically:

1. How would the legal services provider, whether a single law firm or a multiple law firm team, staff its assigned bond transactions?

2. What will the senior partners be working on in the transaction? What will the junior partner and associate roles be?

3. How will paralegals and legal assistants be utilized?

4. Who from the firm would typically be working on a transaction and what time commitment can the City expect each firm member to provide?

iii. Respondent should conduct training sessions for City staff when requested by the City at no additional charge.

iv. Describe how the Respondent expects to perform for City staff (in-house financial and legal staff).

v. Describe how Respondent will work with the outside City’s Financial Advisors.

vi. Describe the checklists, policies, procedures and guidelines Respondent recommends that City staff utilize in preparing the City’s financial transactions and the City staff’s work in gathering financial information.

vii. Identify and describe any specialized software or hardware programs Respondent uses to enhance its ability to provide the service to the City.

viii. Describe the deliverables Respondent will typically provide in a financial transaction and how will those deliverables be managed by the legal service provider.

ix. Provide any other information that Respondent believes would help the City understand how

Respondent would manage a typical financial transaction assignment.

x. Describe the firm’s capability to and conditions for providing legal representation to the City during IRS audits or examinations related to financing transactions.

V. Communication

It is essential that the awarded Respondent respond clearly after receiving a telephone call or email from the City. Written correspondence from the City shall be answered within twenty-four (24) hours of receipt. The awarded Respondent shall respond to phone calls and emails from the City within two (2) hours of receipt.

VI. Commencement Date

The bond and the disclosure counsel service contracts will commence on or about April 22, 2026. The term of this contract will be for five (5) years. The contract will be awarded to the Respondents whose submission and negotiated contract is the most advantageous to the City and, upon public notice and the determination of certain findings of fact required by Texas Government Code §§ 2254.102, 2254.1032, and 2254.1036, and is approved by City Council.

VII. Award Method

The selection and award of this RFQ will be made to the Respondent based on demonstrated competence and qualifications to perform the services as first ranked by the evaluation criteria and then by subsequent successful price negotiations.

The City’s intent is to award this solicitation by type of bond debt, and may award to a single firm or to a group, but the City reserves the right to award in the method that is most advantageous to the City.

The City reserves the sole discretion to determine whether a solicitation response is responsive. City reserves the right to reject any or all proposals and to waive minor irregularities or discrepancies in any solicitation response as may be in the best interest of City. Late submissions will not be considered for award.

VIII. Location and Invoicing

The City shall pay invoices in 30 days. In order for the City to pay invoices in 30 days, the vendor’s invoice must be correct, and reflect the work or goods delivered to the City. The 30 days begin when the City has received a correct invoice reflecting the work or goods delivered. If the City receives an invoice that is not correct and/or reflective of work or goods that have been delivered, the City will request a corrected invoice and the 30-day period will begin once the correct invoice has been received. All work described in the vendor invoice must have been delivered in compliance with the terms of the contract.

Invoices shall be submitted monthly to the City for payment, unless both parties agree to alternative arrangement based on project milestones. Each invoice submitted for payment shall include, at a minimum, the following information:

• Name and address of the department for which services were provided

• Contact information of City staff who placed order (name, phone number, department)

• Date of order or Service

• Detailed description of each service

• Prices for goods or services provided (charges for all services covered by this contract are to be separately stated and explained)

• Total cost of goods/services

• Wiring and check payment instructions

Submitting invoices without the above information may cause delays in payment processing. Incorrect invoices or invoices sent to the wrong address will delay payment. Vendors who fail to follow this procedure risk having the contract with the City cancelled.

Invoices shall be sent to:

Filicia Hernandez

Treasury Administrator City of Dallas

City Controller’s Office

1500 Marilla St., 2BS

Dallas, TX 75201

IX. Ownership

All records, equipment, revenue, work product, and/or intellectual property produced through this contract becomes property of the City to use as its own property without restrictions.

X. Evaluation Criterion

A comprehensive, fair, and impartial evaluation will be made of all submittals received in response to this RFQ.

Each submittal received will be analyzed to determine overall qualifications under the RFQ. An Evaluation

Committee comprised of City staff will determine the responsiveness and acceptability of each submittal and recommend award be made to the firm whose submittal is determined to be in the best interest for the City of

Dallas. Final selection will be approved by the City Council. The Evaluation Committee will consider the following factors:

A. Experience and Qualifications – 55 points

Experience as general obligation, enterprise bond and/or disclosure counsel of the partners and associates who would be assigned to the City’s account. This would include experience of the firm and attorneys assigned to the account with issuers comparable to the City of Dallas, particularly

Texas issuers and the qualifications of the attorneys proposed to serve the City’s account and the commitment of time (especially by the partner in charge) and other resources to the City. Reponses by references will be included to evaluate the experience and qualifications of the firm.

B. Firm’s location and availability to City staff/Service Delivery Capabilities – 25 points

Availability of personnel and technology to provide service in a timely and efficient manner. Firm’s ability to have an attorney(s) readily available in order to address urgent issues that may arise from

City Staff or City Council as well as the availability to attend committee and City Council meetings.

C. Approach to project– 20 points

Developing comprehensive team policies and procedures for how projects falling under required services will be accomplished. This should incorporate (i) a defined list of proposed team member roles and time commitments for a typical assignment,

(ii) a breakdown of tasks and specific tools that will be used to enhance value of services to the City

(to include conducting training sessions for City staff regarding the enterprise bond, general obligation bond, and/or disclosure policies and procedures), (iii) a description of deliverables and how each deliverable will be achieved.

The City of Dallas remains committed to making a meaningful economic impact on the communities we serve. It is anticipated that a new framework for economic and community impact will be forthcoming. We encourage all contractors to continue fostering comprehensive business practices that support small and local businesses where feasible.

XI. Exhibits

A. Exhibit A – Bond Issuance History

B. Exhibit B – Sample Bond Counsel Contract

C. Exhibit C – Sample Disclosure Counsel Contract

D. Exhibit D – Insurance Requirements

E. Exhibit E - References Requested Worksheet

XII. Audit Requirements

The Respondent shall keep accurate records of all components of invoices to the City, including but not limited to times and payroll receipts for hourly personnel utilized by the City’s contract with the winning Respondents.

These records shall be retained for a minimum of two years after the conclusion of the contract. The City reserves the right to audit any records it deems necessary for the execution of this contract.

XVI. Documents Submitted with solicitation response or upon Request

1. Business Information Form (OPS-02)

2. Conflict of Interest Policy and Questionnaire (OPS-07, State Form CIQ)

3. Statement of Insurability and Quote (OPS-04)

4. Team Make-Up and Local Workforce Form (OPS-FRM-640)

5. Living Wage Affidavit (OPS-03)

6. Sample Contract with Markups

7. References Requested Worksheet

8. Any other City documents as required.

XIII. Opening of Request for Qualifications (RFQ)

The City will open proposals during the bid reading. Proposer names will be publicly read at the bid reading which take place at 2:00 p.m. on Fridays and can be viewed on the City’s website.

It is the responsibility of the proposer to clearly mark and identify all portions of the proposal, which, in the proposer’s opinion, contain trade secrets, confidential information and other proprietary information. All proposals are subject to the Texas Open Records Act process.

XIV. Review of Solicitation Response

A. The City will review and evaluate the RFQ submitted to determine if submitted response demonstrates the required experience and qualifications to fulfill the obligations of the services identified in this RFQ. Vendor presentations are anticipated on a date to be determined (TBD).

Respondents will be notified by the buyer as to the location and times of presentations.

B. The City may conduct all necessary inquiries or investigations, including but not limited to, contacting references to verify the statements, documents, and information submitted in connection with the Respondent’s submittal. The City may also seek clarification from the referenced Respondents about any financial and experience issues

C. Please be aware that the City may use sources of information not supplied by a Respondent concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City.

XV. Pricing

A. Proposed pricing shall be firm for the entire contract. The Contract shall commence on the date of award by the Dallas City Council and upon the full execution of a Contract approved as to form by the City Attorney.

B. Costs not included or calculated in the applicable unit prices as proposed will not be paid by the City, regardless of the intentions of the Respondent when the proposal was submitted and regardless that those costs were actually incurred.

C. Neither the City nor its representatives shall be liable for any expenses incurred in connection with preparing a response to this RFQ. Respondents are encouraged to prepare their solicitation responses simply and economically, providing a straightforward and concise description of your firm’s ability to meet the requirements of the RFQ.

XVI. Insurance

The successful bidder(s) shall procure and keep in full force and effect for the duration of the contract liability insurance that complies with all applicable Federal, State, and local laws. The successful bidder(s) will provide a certificate of insurance evidencing proof of Automobile Liability and

Workers’ Compensation insurance coverages. The City of Dallas will be provided a Waiver of

Subrogation and will be shown as the certificate holder.

XVII. Discussion with Reasonably Qualified Respondents

A. The City reserves the right to engage in discussions or conduct interviews, either oral or written, with the Respondent determined by the evaluation criteria to be the most qualified Respondent. If discussions or interviews are held, the City may initiate a request for pricing from the highest ranked Respondent. Do not submit any pricing offer with your response to this RFQ. The request for pricing may include:

• Notice that this is the opportunity to submit a written fair and reasonable offer

• Notice of the date and time for submission of the most qualified Respondent’s offer

• Notice that if any modification is submitted, it shall be received by the date and time specified or it will not be considered

• Notice of any changes in the requirements

B. Following evaluation of the Respondent’s pricing offer, purchasing will assess whether the proposed pricing offer is fair and reasonable.

C. After the most qualified Respondent(s) has been identified, Contract negotiations may commence.

If at any time Contract negotiation activities are judged to be ineffective, Office of Procurement

Services will cease all activities with the Respondent and begin Contract negotiations with the next highest ranked Respondent. This process may continue until either both the offeror and the

City executes a completed Contract or the Office of Procurement Services determines that no acceptable alternative Respondents exist.

D. The City reserves the right to reject any or all responses received or to award, without discussions or clarifications, a Contract based on initial response received. Therefore, each solicitation response should contain the Respondent’s best terms from a price and technical standpoint. Also, only Respondents submitting a solicitation response will be notified of any communications after the RFQ closing.

XVI. Rejection or Acceptance of Submittals

A. This RFQ does not commit the City to award any Contract. The City reserves the right to reject any or all proposals, to waive technicalities or irregularities, and to accept any submittal it deems to be in the best interest of the City. The City shall not be liable for any costs incurred by any company responding to this RFQ.

B. The City will require the recommended Respondent to sign the necessary Contract documents prepared by the City Attorney's Office. Sample Contracts are included as Exhibits B and C.

Respondent must take exception to any term of the Contract to which it will not agree in its solicitation response.

XVII. Late and Withdrawn Responses

Solicitation responses are required to be submitted electronically using the City’s procurement website https://dallascityhall.bonfirehub.com/login. The system will not accept submittals after the due date and time and hard copy submittals are not permissible.

XVIII. Confidentiality

Any information deemed confidential, shall be clearly noted as such on each page of the solicitation response.

City cannot guarantee it will not be compelled to disclose all or part of any public record under the Texas Public

Information Act (“TPIA”). Request for Qualifications will be opened by the City to avoid disclosure of contents to competing Respondents and kept confidential during the solicitation process and prior to award. Respondents who include information in a solicitation response that is legally protected as trade secret or confidential shall https://dallascityhall.bonfirehub.com/login clearly indicate the information which constitutes a trade secret or confidential information by marking that part of the solicitation response “trade secret” or “confidential” at the appropriate place. If a request is made under the TPIA to inspect information designated as trade secret or confidential in a solicitation response, the

Respondent shall, upon request, immediately furnish sufficient written reasons and information as to why the information designated as a trade secret or confidential should be protected from disclosure, for the City

Attorney to present the matter to the Attorney General of Texas for final determination.

XIX. Disqualification of Respondents

Respondents may be disqualified for, but not limited to, the following reasons:

• Reason to believe collusion exists among the Respondents

• The Respondent is involved in any litigation against the City of Dallas

• The Respondent is in arrears on an existing contract or has failed to perform on a previous contract with the City of Dallas

XX. Permits Required by Law

Respondent shall comply with all requirements of federal, state, and local statutory requirements and regulations pertinent to or affecting any phase of this contract.

XXI. Records and Audit

The Respondent shall keep accurate records of all components of invoices to the City, including but not limited to times and payroll receipts for hourly personnel utilized pursuant to a contract. These records shall be retained for a minimum of two years after the conclusion of the contract. The City reserves the right to audit any records it deems necessary for the execution of this contract.

XXII. Assignment of Contract

The Respondent shall not assign, transfer, sublet, convey, or otherwise dispose of the Contract of any part therein or its right, title, or interest therein or its power to execute the same to any other persons, firm, partnership, company or corporation without the prior written consent of the City. Should the Respondent assign, transfer, sublet, convey, or otherwise dispose of its right, title, or interest or any part thereof in violation of this section, the City may, at its discretion, cancel the Contract and all rights, title, and interest of the

Respondent shall therein cease and terminate, and the Respondent shall be declared in default.

XXIII. Default by Respondent

The following events shall be deemed to be events of default by Respondent under the Contract:

• Respondent shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors;

• Respondent attempts to assign the contract without the prior written consent of the City;

• Respondent shall fail to perform, keep or observe any term, provision, or covenant of the contract;

or

• Respondent fails to properly and timely pay Respondent personnel, suppliers or other contractors and the failure impacts the City or its Facility in any manner.

In the event a default occurs, the City Attorney shall give the Respondent written notice of the default. If the default is not corrected to the satisfaction and approval of the City Attorney within the time specified in such notice, the City may immediately cancel the Contract. The Respondent have no right to further operate pursuant to the contract.

The Respondent, in accepting the City’s contract, agrees that the City shall not be liable to prosecution for damages or lost anticipated profits if the City cancels or terminates the Contract.

No Waiver: No waiver by the City of any default or breach of any covenant, condition, or stipulation shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation.

XXIV. Termination

The City may terminate its agreement with a firm in whole or in part by giving thirty days’ written notice thereof to the firm. The City will compensate the firm in accordance with the terms of the agreement for all goods and services delivered and accepted prior to the effective date of such termination notice.

XXV. Miscellaneous

A. After executing the contract, no consideration will be given to any claim of misunderstanding.

B. Respondents shall submit with their proposal the required Respondent’s qualification statement with supporting information as stated herein along with all other supporting documentation as may be requested by the City.

C. Respondents shall thoroughly familiarize themselves with the provisions of these Specifications.

D. The City reserves the right to reject all proposals and to waive any minor irregularities.

E. A proposal may be disqualified if the corporation or individual Respondent is in arrears or in default to the City for delinquent taxes or assessments or on any debt or contract, whether as defaulter or bondsman; or who has defaulted upon any obligation to the City by failing to perform satisfactorily any previous agreement or contract within the past seven years. Also, Respondents may be disqualified for poor prior performance on similar contracts with other entities.

F. The contract with the Respondent will be drafted by the City Attorney and may contain such other provisions as are deemed necessary to protect the interests of the City.

G. The Respondent agrees to abide by the rules and regulations as prescribed herein. The Respondent will, in all solicitations or advertisements for personnel to perform services under the contract, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, or national origin.

H. If either party hereto is prevented from completing its obligations under the contract by act of God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood, or any other cause beyond the control of the parties hereto, then such party shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof.

I. The section headings in these specifications are for convenience in reference and are not intended to define or limit the scope of any of the conditions, terms, or provisions of these specifications.

J. Should any question arise as to the proper interpretation of the terms and conditions of these specifications, the decision of the City Attorney or his authorized representative shall be final.

XXVI. Conflict of Interest

A. Respondent represents that it has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest that would bar Respondent from representing the City in accordance with the terms of this Contract. Based on information available to Respondent, Respondent represents that it is not aware of any potential disqualification. Respondent reviewed that issue in accordance with the rules of professional responsibility adopted in Texas. To the extent Respondent becomes aware of a conflict of interest that could reasonably be expected to impair the independence of judgment of Respondent in the performance of its legal services under this Contract, Respondent is required to disclose such potential conflict of interest to the City Attorney. Such disclosures must be made no later than ten (10) days following knowledge of the event giving rise to the potential or actual conflict of interest for the duration of the Contract term. Failure to disclose such a conflict of interest may result in the City’s immediate termination of this Contract by the City Manager.

B. The following section of the Charter of the City of Dallas shall be one of the conditions, and a part of, the consideration of this Contract, to wit:

“CHARTER XXII Sec. 11 FINANCIAL INTEREST OF EMPLOYEE OR OFFICER PROHIBITED

(a) No city official or employee shall have any financial interest, direct or indirect, in any contract with the city, or be financially interested, directly or indirectly, in the sale to the city of any land, materials, supplies or services, except on behalf of the city as a city official or employee. Any violation of this section shall constitute malfeasance in office, and any city official or employee guilty thereof shall there by forfeit the city official’s or employee’s office or position with the city. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the city shall render the contract involved voidable by the city manager or the city council.

(b) The alleged violations of this section shall be matters to be determined either by the trial board in the case of employees who have the right to appeal to the trial board, and by the city council in the case of other employees.

(c) The prohibitions of this section shall not apply to the participation by city employees in federally funded housing programs, to the extent permitted by applicable federal or state law.

(d) This section does not apply to an ownership interest in a mutual or common investment fund that holds securities or other assets unless the person owns more than 10 percent of the value of the fund.

(e) This section does not apply to non-negotiated, form contracts for general city services or benefits if the city services or benefits are made available to the city official or employee on the same terms that they are made available to the general public.

(f) This section does not apply to a nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board. A nominee or member of a city board or commission, including a city appointee to the Dallas Area Rapid Transit Board, must comply with any applicable conflict of interest or ethics provisions in the state law and the Dallas City Code.” (Amend. of 8-12-89, Prop. No. 1; Amend. of 8-12-89, Prop. No. 15; Amend. of 11-4-14, Prop. Nos. 2 and 9)

XXVII. Wage Floor Rate Requirement

A. On November 10, 2015, the Dallas City Council passed Resolution 15-2141 which requires prime contractors, awarded general service contracts valued greater than $50,000, and first- tier subcontractors on the contract to pay their employees rendering services on the contract a wage floor of not less than $23.06 per hour.

B. Pursuant to Resolution 15-2141 the wage floor requirement for all general service contracts greater than

$50,000 shall be effective immediately on all new contracts awarded after November 10, 2015. Respondents bidding/proposing on general service contracts shall take into consideration such wage floor requirements in their bid/proposal. The wage floor requirement for the City of Dallas’ general service contracts shall be derived from the most current Massachusetts Institute of Technology Living Wage publication and shall remain fixed for the term of the respective contract. The City reserves the right to audit such contracts for compliance with the wage floor requirement as mandated by Resolution 15- 2141. This requirement does not apply to construction contracts in which prevailing wage of employees is governed by the Davis-Bacon

Act as defined in the Texas Local Government Code 2258, purchase of goods, procurements made with grant funds or procurements made through cooperative and/or inter-local agreements.

C. The purpose of this policy is to promote an acceptable wage floor for working families in the City of Dallas, increase the level of service delivered to the City through specific contracts and reduce turnover in such contracts thus maintaining a continuous and consistent level of service for vested parties.

D. The City Manager shall use the following definitions to administer the benefactors of the “wage floor” for purposes of the referenced resolution:

• "City" means the City of Dallas, Texas.

• "General Services Contract" means any agreement between the City and any other Person or business to provide general services through an awarded City contract valued greater than $50,000. A General

Services Contract for purposes of the Resolution does not include (i) a contract between the City and another governmental entity or public utility, (ii) a contract subject to federal or state laws or regulations that would preclude the application of the application of the wage floor, (iii) or a contract with all services under the contract performed outside of the City of Dallas.

• "Subcontractor" means any Person or business that has entered into its own contract with a prime contractor to perform services, in whole or in part, as a result of an awarded City general

• "Employee" means any person who performs work on a full-time, part-time, temporary, or seasonal basis, including employees, temporary workers, contracted workers, contingent workers, and persons made available to work through services of a temporary services, staffing or employment agency or similar entity.

XXVIII. Wage Floor Reporting Requirements

Respondents awarded City general services contracts as described in the wage floor rate requirement section of this specification shall be required to provide the buyer the residential zip code and respective number of employees directly impacted by the wage floor requirement ten days after Council approval and on January 1st.

but not later than January 31st. for the term of the contract. The Respondent shall submit the report to the contract administrator during the established period.

XXIX. Wage Floor Compliance Requirements

Respondents submitting a response to a solicitation for general services must comply with the wage floor requirement to be consider responsive. The City may request that Respondent or Respondents, at any time during the pre- or post-award process, demonstrate compliance with the wage floor requirement. Respondents not compliant with the wage floor requirement will be deemed nonresponsive and will not be considered for award. Respondents awarded general service contracts must comply with the wage floor policy and reporting requirements for the term of the contract, failure to remain in compliance may result in breach of contract.

XXX. Selection Process

An evaluation team will evaluate all solicitation responses received in response to this RFQ. After reviewing the submissions, Respondents may be selected for in-person interviews/oral presentations.