Local_Boards_Legal_Counsel_Services.pdf

REQUEST FOR PROPOSAL - PROFESSIONAL

SERVICES

RTM RFP 25-002

LOCAL BOARDS LEGAL COUNSEL SERVICES

CITY OF PHOENIX

RETIREMENT

200 W. WASHINGTON STREET

PHOENIX, AZ

85003

RELEASE DATE: August 26, 2025

DEADLINE FOR QUESTIONS: September 5, 2025

RESPONSE DEADLINE: September 19, 2025, 2:00 pm

City of Phoenix

REQUEST FOR PROPOSAL - PROFESSIONAL SERVICES

RTM RFP 25-002

Local Boards Legal Counsel Services

1. INTRODUCTION

2. INSTRUCTIONS

3. SCOPE OF WORK

4. EVALUATION PROCESS

5. STANDARD TERMS AND CONDITIONS

6. SPECIAL TERMS AND CONDITIONS

7. DEFENSE AND INDEMNIFICATION

8. INSURANCE REQUIREMENTS

9. SUBMITTALS

10. PRICING PROPOSAL

Attachments:

A - EXHIBIT A - SCOPE OF WORK

B - EXHIBIT B - COMPENSATION

C - EXHIBIT C - REIMBURSABLE EXPENSES

D - EXHIBIT D - SAMPLE INVOICE SUMMARY PAGE

E - EXHIBIT E - FILE HANDLING UPON COMPLETION

F - ATTACHMENT 6 - BUSINESS CERTIFICATION AND OTHER INFORMATION

G - ATTACHMENT 7 - AFFIDAVIT

H - ATTACHMENT 8 - CONFLICT OF INTEREST AND SOLICITATION TRANSPARENCY

FORM

I - ATTACHMENT 9 - OFFER

J - ATTACHMENT 10 - ACCEPTANCE OF OFFER

K - ATTACHMENT 11 - RTM RFP 25-002 - EXCEPTIONS

Request For Proposal - Professional Services #RTM RFP 25-002 Title: Local Boards Legal Counsel Services

1. INSTRUCTIONS

1.1. Introduction

1.1.1. Contact Information

Trista Sims

Retirement

Email: trista.sims@phoenix.gov

Phone: (602) 256-4323

1.1.2. Schedule of Events

The City reserves the right to change dates, times, and locations, as necessary. The City does not always hold a Pre-Offer Conference or Site Visit. All times in the Schedule of Events are

Local Phoenix, AZ Time.

To request a reasonable accommodation or alternative format for any public meeting, please contact the Procurement Officer (Trista Sims) at (602) 256-4323/Voice or 711/TTY, or trista.sims@phoenix.gov, no later than two (2) weeks prior to the meeting.

Solicitation Issue Date: August 26, 2025

Written Inquiries Due Date: September 5, 2025, 2:00pm

Question Response Deadline: September 12, 2025, 5:00pm

Offer Due Date: September 19, 2025, 2:00pm

1.2. Description – Statement of Need

The Boards through the City of Phoenix invites sealed offers for Services for a five-year contract commencing on or about November 1, 2025, in accordance with the specifications and provisions contained herein or the “Effective Date” which is upon award by Boards and confirmed by the City

Council, conditioned upon signature and recording by the Board Clerk’s department, as required by the Phoenix City Code, whichever is later.

This solicitation is available through Arizona Relay Service 7-1-1. Please call TTY 800-367-8939 for assistance.

1.3. Minimum Qualifications

Offeror must be authorized and licensed to practice law and be in good standing in the state of

Arizona by state law. Offeror must demonstrate they have at least ten years in representing

Arizona Public Safety Personnel Retirement System Local Boards, have extensive knowledge and experience in Arizona Revised Statutes Title 38, Chapter 5, and thorough knowledge and understanding of the Arizona Public Safety Personnel Retirement System rules, policies and procedures. Offeror should have experience working with large public safety boards, extensive knowledge and an understanding of Internal Revenue Service qualified plans pertaining to

Defined Benefit Plans.

1.4. Instructions

1.4.1. Scope of Work and Special Terms and Conditions

Offeror will provide consulting services that will be in accordance with the Scope of Work as set forth in Exhibit A – Scope of Work, which may be supplemented with additional detail from time to time during the term of the Agreement, and that are satisfactory to the Local Boards (or

"Boards") and the Retirement Office. Offeror will provide progress reports to the Retirement

Administrator, or the Boards per a mutually agreed-upon schedule.

1.4.2. Preparation of Offer

All forms provided in Submittals Section must be completed and submitted with the Offer or your

Offer may be deemed non-responsive.

It is permissible to copy Submittal forms if necessary. Erasures, interlineations, or other modifications of the Offer must be initialed in original ink by the authorized person signing the

Offer. No offer will be altered, amended, or withdrawn after the specified offer due date and time.

Neither the Board nor the City is responsible for Offeror’s errors or omissions. All time periods stated as a number of days will be calendar days.

It is the responsibility of all Offerors to examine the entire Solicitation and seek clarification of any requirement that may not be clear and to check all responses for accuracy before submitting an offer. Negligence in preparing an offer confers no right of withdrawal after due date and time.

Offerors are strongly encouraged to:

a. Consider applicable laws and/or economic conditions that may affect cost, progress, performance, or furnishing of the products or services.

b. Study and carefully correlate Offeror’s knowledge and observations with the

Solicitation and other related data.

c. Promptly notify the Boards of all conflicts, errors, ambiguities, or discrepancies that

Offeror has discovered in or between the Solicitation and other related documents.

d. Neither the Boards nor the City reimburses the cost of developing, presenting, or providing any response to this Solicitation. Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Offeror is responsible for all costs incurred in responding to this Solicitation. All materials and documents submitted in response to this Solicitation become the property of the Boards and will not be returned.

1.4.3. Exceptions

If an Offeror has any exceptions to any terms, conditions or material requirements of this

Solicitation including without limitation to the Professional Services Agreement and the Scope of

Work, the Offeror must include a list of all exceptions to the requirements of the Solicitation and attachment documents, if any, stated on the provided document labeled “ATTACHMENT 11 -

RTM RFP 25-002 EXCEPTIONS". Offeror must use this document to identify the reason for the requested change, provide alternate language and an explanation. If the Offeror’s Submittal does not include the Exceptions Statement identifying all specific exceptions, the exceptions will be deemed waived by the Offeror.

It is the intent of the Boards to award a contract on a fair, competitive basis. For this reason, the

Boards may view any “Exception” in response to any material conditions or requirement of the

Solicitation, as an attempt by the Offeror to vary the terms of the Solicitation which, in fact, may result in giving the Offeror an unfair advantage. For this reason, the Boards will, at its option, not allow exceptions to any material requirement if, in the opinion of Boards, the exceptions alter the overall intent of the Solicitation, unless the exception is of material benefit to the Boards.

Additionally, the Boards may, at its option, deem any submittal non-responsive based on exceptions by the Offeror.

1.4.4. Inquiries

All questions that arise relating to this Solicitation should be submitted in writing by email to the

Procurement Officer and must be received by the due date indicated in the Timeline. The

Boards will not consider questions received after the deadline.

No informal contact initiated by Offerors on the proposed service will be allowed with members of The Boards or Boards' staff from date of distribution of this Solicitation until after Boards award and the City confirms the award of the contract. All questions concerning or issues related to this Solicitation must be presented in writing.

The Procurement Officer will answer written inquiries in an addendum and publish any addenda on the City’s Procurement Portal.

1.4.5. Addenda

Neither the Boards nor the City of Phoenix will be responsible for any oral instructions made by any employees or officers of the City or the Boards regarding this Solicitation. Any changes will be in the form of an addendum. The Offeror must acknowledge receipt of any/all addenda through the City's Procurement Portal with their submittal.

1.4.6. Licenses

If required by law for the operation of the business or work related to this Offer, Offeror must possess all valid certifications and/or licenses as required by federal, state or local laws at the time of submittal.

1.4.7. Certifications

By signature in the Offer section of the Offer and Acceptance page(s), Offeror certifies:

A. The submission of the Offer did not involve collusion or other anti-competitive practices.

B. The Offeror must not discriminate against any employee, or applicant for employment in violation of Federal or State Law.

C. The Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted Offer.

1.4.8. Submission of Offer

The Boards will ONLY accept Submittals electronically for this RFP process. Offerors may not submit hard copies of any Offer to this Solicitation.

Offers should be submitted electronically via the City’s Procurement Portal by clicking on “Draft

Response” via https://procurement.opengov.com/portal/phoenix/projects/189512. Offerors that are unable to submit electronically should contact the Procurement Officer to discuss the logistics of hard copy submittals. Offerors must be registered with OpenGov by signing up via https://procurement.opengov.com/signup. Vendor training guides can be found at: https://opengov.my.site.com/support/s/article/ca6d1285-1e48-4a21-bb0d-715edb7794ed

A. It is the responsibility of the Offeror to ensure that the Offer is timely and to confirm that there are no technical reasons that any Offer submitted electronically may be delayed.

The date and time on the upload as received/stamped by the Board's file transfer site will provide proof of submission and verification whether the Offer was received on or prior to the exact time and date indicated in the Schedule of Events.

B. Any original documents (such as bonds, guaranties, powers of attorney), if required by the

Solicitation, must be separately delivered to, and received by the Board on or prior to the exact time and date indicated in the Schedule of Events, with a clear indication of the Offer for which it is attributed.

C. Please submit the items as defined in the Submittals section and any relevant

Addenda. Do not submit a copy of the entire Solicitation document. This Offer will remain in effect for a period of 180 calendar days from the Offer opening date and is irrevocable unless it is in the Boards' best interest to do so.

Offers must be in possession of the Department on or prior to the exact time and date indicated in the Schedule of Events. Late offers will not be considered. The prevailing clock will be the City

Department’s clock.

It is the responsibility of the Offeror to ensure that the Offer is timely and to confirm that there are no technical reasons that any offer submitted electronically may be delayed. The date and time on the upload as received/stamped by the City’s Procurement Portal will provide proof of submission and verification whether the Offer was received on or prior to the exact time and date indicated in the Schedule of Events.

For assistance with submittals, vendors are welcome to use the OpenGov support chat (blue chat bubble in the bottom right corner) to connect with a member of OpenGov's support team who will be able to assist you with your submission.

Please DO NOT submit links to Google Docs, Dropbox Paper, or similar services. Your offer may be deemed non-responsive if your offer is supplied utilizing these services.

1.4.9. Withdrawal of Offer

https://procurement.opengov.com/portal/phoenix/projects/189512 https://procurement.opengov.com/signup https://opengov.my.site.com/support/s/article/ca6d1285-1e48-4a21-bb0d-715edb7794ed

At any time prior to the solicitation due date and time, an Offeror (or designated representative) may withdraw the Offer by clicking “Unsubmit Response” on the Offer submission via the City’s

Procurement Portal. An Offeror (or designated representative) may also withdraw the Offer by submitting a request in writing and signed by a duly authorized representative. If Offeror withdraws the Offer electronically by email to the Procurement Officer, the request to withdraw must be in the form of a letter attached to the email that includes either an image of the duly authorized representative’s signature or an electronic signature from a verifiable source, such as Adobe Sign, DocuSign or a similar verifiable software program.

1.4.10. Offer Results

Offers will be opened on the offer due date. Offers and other information received in response to the Solicitation will be shown only to authorized the Boards' personnel having a legitimate interest in them or persons assisting the Boards in the evaluation. Offers are not available for public inspection until after the City has posted the award recommendation on the City's Procurement

Portal.

Once the Board has evaluated the Offers, the Boards will post an award recommendation on the

City's Procurement Portal. By signing and submitting its Offer, each Offeror agrees that this posting of the award recommendation to the Boards’ website effectively serves as the Offeror’s receipt of that notice of award recommendation. The Boards have no obligation to provide any further notification to unsuccessful Offerors.

1.4.11. Special Requirements

In order for the Solicitation response to be considered, the Offeror shall comply with Phoenix

City Code, 1969, Chapter 18, Article V, as amended, Equal Employment Opportunity

Requirements. Any questions in regard to these requirements shall be directed to the Equal

Opportunity Department, (602) 262-6790.

1.4.12. Qualification Criteria

Each Offeror must be authorized to practice law and be in good standing in the state in which the Offeror is authorized to practice law. Each Offeror must demonstrate in its Offer that it meets the minimum qualifications, or its Offer will be disqualified as non-responsive.

If the minimum qualifications are met, and the Offer is otherwise complete and compliant with the Solicitation requirements, Offerors will be awarded an Agreement through the Boards' acceptance of the Offer (memorialized by the Boards' execution of the Acceptance of Offer form, which is attached hereto) and placed on the Boards' Counsel List. However, there is no guarantee of assignments by being placed on the list or awarded an Agreement. Assignments for legal counsel are subject to the sole discretion of the Board Attorney based on experience, needs of the Boards, or any other requirements applicable to specific matters or cases.

1.4.13. Award of Contract

Unless otherwise indicated, award(s) will be made to the most responsive, responsible

Offeror(s) who are regularly established in the Services contained in this Solicitation and who have demonstrated the ability to perform in an acceptable manner.

A. Factors that may be considered by the Boards include:

i. Technical capability of the Offeror to accomplish the scope of work required in the

Solicitation. This may include performance history on past and current government contracts;

and,

ii. Demonstrated availability of the necessary manpower (both supervisory and operational personnel) and necessary equipment to accomplish the scope of work in the Solicitation; and,

iii. Safety record; and,

iv. Offeror history of complaints and termination for convenience or cause.

B. Notwithstanding any other provision of this Solicitation, the Boards reserve the right to:

(1) waive any immaterial defect or informality; or (2) reject any or all offers or portions thereof; or (3) reissue a solicitation.

C. A response to a solicitation is an offer to contract with the Boards based upon the terms, conditions, and specifications contained in the Boards' solicitation. Offers do not become contracts until they are executed by the Boards. The Boards requires formal signing of a separate Professional Services Consultant agreement, to include the Standard Terms and Conditions, Special Terms and Conditions, all of the terms, conditions and specifications contained in this Solicitation, and in any addendum.

1.4.14. Board's Right to Disqualify for Conflict of Interest

The Boards reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the Offer submitted or any other data available to the

Boards. This disqualification is at the sole discretion of the Boards. Any Offeror submitting an

Offer herein waives any right to object now or at any future time, before anybody or agency, including but not limited to, the City, The Boards or any court.

1.4.15. Solicitation Transparency Policy

A. Commencing on the date and time a solicitation is published, potential or actual Offerors

(including their representatives) shall only discuss matters associated with the

Solicitation with the Boards or with the Boards' staff directly associated with the

Solicitation (including in each case their assigned staff, except for the designated

Procurement Officer) at a public meeting, posted under Arizona Statutes, until the resulting contract(s) are awarded to all Offers or responses are rejected and the

Solicitation is cancelled without any announcement by the Procurement Officer of the

Board’s intent to reissue the same or similar solicitation. As long as the Solicitation is not discussed, Offerors may continue to conduct business with the Boards and discuss business that is unrelated to the Solicitation with the Boards or The Boards' staff.

Offerors may not discuss the Solicitation with any Board or the Boards' employees or evaluation panel members.

B. Offerors may discuss their proposal or the Solicitation with the Mayor or one or more members of the Phoenix City Council, provided such meetings are scheduled through the Procurement Officer, and are posted as open meetings with the City Clerk at least 24 hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate.

C. With respect to the selection of the successful Offerors, the Boards will continue the past practice of exerting no undue influence on the process. In all solicitations of Offers and proposals, any direction on the selection from the Boards and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective Offerors.

D. This policy is intended to create a level playing field for all Offerors, assure that contracts are awarded in public, and protect the integrity of the selection process. OFFERORS

THAT VIOLATE THIS POLICY SHALL BE DISQUALIFIED. After official Notice is received by the Boards for disqualification, the Offeror may follow the Protest process, unless the Solicitation is cancelled without notice of intent to re-issue.

E. “To discuss” means any contact by the Offeror, regardless of whether the Boards respond to the contact. Offerors that violate this policy will be disqualified until the resulting contract(s) are awarded, or all Offers or responses are rejected, and the

Solicitation is cancelled without any announcement by the Procurement Officer of the

Boards' intent to reissue the same or a similar solicitation. the Boards interprets the policy as continuing through a cancellation of a solicitation until Council award of the contract, as long as the Boards cancel with a statement that the Boards will reissue the

Solicitation.

1.4.16. Protest Process

a. Offeror may protest the contents of a solicitation no later than seven days before the

Solicitation deadline when the protest is based on an apparent alleged mistake, impropriety or defect in the Solicitation. Protests filed regarding the Solicitation may be addressed by an amendment to the Solicitation or denied by the Boards. If denied, the opening and award will proceed unless the Boards determines that it is in the Boards' best interests to set new deadlines, amend the Solicitation, cancel or re-Offer.

b. Therefore, unless otherwise notified by a formal amendment, the Protester must adhere to all solicitation dates and deadlines, including timely filing of an Offer, regardless of filing a protest.

c. Offeror may protest an adverse determination issued by the Boards regarding responsibility and responsiveness, within seven days of the date the Offeror was notified of the adverse determination.

d. Offeror may protest an award recommendation if the Offeror can establish that it had a substantial chance of being awarded the contract and will be harmed by the recommended award. The Boards will post recommendations on the City’s website to award the contract(s) to an Offeror(s). Offeror must submit award protests within seven days after the posting of the award recommendation, with exceptions only for good cause shown, within The Boards' full and final discretion.

e. All protests will be in writing, filed with the Procurement Officer identified in the Solicitation and include the following:

i. Identification of the Solicitation number;

ii. The name, address and telephone number of the protester;

iii. A detailed statement describing the legal and factual grounds for the protest, including copies of relevant documents;

iv. The form of relief requested; and

v. The signature of the protester or its authorized representative.

f. The Procurement Officer will render a written decision within a reasonable period after the protest is filed. The Boards will not request City Council authorization to award the contract until the protest process is complete. All protests and appeals must be submitted in accordance with the City’s Procurement Code, (Phoenix City Code, Ch. 43), and administrative regulations and any protests or appeals not submitted within the time requirements will not be considered.

Protests must be filed with the Procurement Officer.

1.4.17. Public Record

All Offers submitted in response to this Solicitation will become the property of the Boards and become a matter of public record available for review pursuant to Arizona State law. If an

Offeror believes that a specific section of its Offer response is confidential, the Offeror will isolate the pages marked confidential in a specific and clearly labeled section of its Offer response. An Offeror may request specific information contained within its Offer is treated by the

Procurement Officer as confidential provided the Offeror clearly labels the information

“confidential.”

To the extent necessary for the evaluation process, information marked as “confidential” will not be treated as confidential. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the Offerors as “confidential” available to the public unless necessary to support the evaluation process or if specifically requested in accordance with applicable public records law. When a public records request for such information is received, the Procurement Officer will notify the Offeror in writing of any request to view any portion of its Offer marked “confidential.” The Offeror will have the time set forth in the notice to obtain a court order enjoining such disclosure. If the Offeror does not provide the Procurement Officer with a court order enjoining release of the information during the designated time, the Procurement Officer will make the information requested available for inspection.

1.4.18. Late Offers

Late Offers must be rejected, except for good cause. If a late Offer is submitted, the Department will document the date and time of the submittal of the late Offer, keep the Offer and notify the

Offeror that its Offer was disqualified for being a late Offer.

1.4.19. Right to Disqualify

The Boards reserve the right to disqualify any Offeror who fails to provide information or data requested or who provides materially inaccurate or misleading information or data. The Boards further reserves the right to disqualify any Offeror on the basis of any real or apparent conflict of interest that is disclosed by the Offer submitted or any other data or information available to the

Boards. This disqualification is at the sole discretion of the Boards. By submission of a solicitation response, the Offeror waives any right to object now or at any future time, before any agency or body including, but not limited to, the City, the Boards or any court as to the exercise by the

Boards of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the Boards. The Boards reserve the right to replace the disqualified

Offeror.

1.4.20. Contract Award

The Boards reserve the right to award a contract by individual line items, by group, all or none, or any other combination most advantageous to the Boards. The Boards reserve the right to award multiple contracts.

1.4.21. Evaluation of Competitive Sealed Offers

The Boards will use its discretion in applying the following processes to this Solicitation. Any ties in scoring will be resolved with a best and final price request and the lowest price will prevail.

1.4.22. Determining Responsiveness and Responsibility

Offers will be reviewed for documentation of minimum qualifications, completeness, and compliance with the Solicitation requirements. The Boards reserve sole discretion to determine responsiveness and responsibility.

Responsiveness: Nonresponsive Offers will not be considered in the evaluation process. The

Solicitation states criteria that determine responsiveness, and the Solicitation includes terms and conditions that if included or excluded from Offers (as the case may be) will render an Offer non-responsive.

Exceptions, conditions, reservations, or understandings are presumed to be unacceptable, and an Offer that includes unacceptable exceptions, conditions, reservations, or understandings may be rejected as nonresponsive. Alternatively, the Boards in their sole discretion may instruct in writing that any Offeror remove the conditions, exceptions, reservations or understandings. If the

Offeror fails to do so in writing, the Boards may determine the Offer to be nonresponsive.

Responsibility: To obtain true economy, the Boards must conduct solicitations to minimize the possibility of a subsequent default by the Consultant, late deliveries, or other unsatisfactory performance that may result in additional administrative costs. It is important that the Offeror be a responsible Consultant. Responsibility includes the Offeror’s integrity, skill, capacity, experience, and facilities for conducting the work to be performed.

The Procurement Officer, in consultation with legal counsel will review each Offer to determine if the Offeror is responsible. The Boards' determination as to whether an Offeror is responsible will be based on all information furnished by the Offeror, interviews (if any), and information received from Offeror’s references, including information about Offeror’s history, terminations for convenience or cause, contract breach lawsuits or notices of claim and any other sources the

Boards deem appropriate. Award of the Contract resulting from the Solicitation will not be made until any necessary investigation, which each Offeror agrees to permit by submitting its Offer, is made by the Boards as it deems necessary. A review of responsibility may occur up to contract award.

The Offeror’s unreasonable failure to promptly supply information about an inquiry with respect to responsibility may be grounds for a determination of non-responsibility with respect to such

Offeror.

1.4.23. Detailed Evaluation of Offers and Determination of Competitive Range

During deliberations, the Evaluation Panel will reach a consensus score for each evaluation criterion except price. The Procurement Officer will score the price, which will be added to the overall consensus score. The overall consensus scores will determine the Offerors’ rankings, and which Offers are within the Competitive Range, when appropriate.

1.4.24. Offers Not Within the Competitive Range

The Boards may notify Offerors of Offers that the Boards determined are not in the Competitive

Range.

1.4.25. Discussions with Offerors in the Competitive Range

The Boards will notify each Offeror whose Offer is in the Competitive Range or made the ‘short list’ and provide in writing with any questions or requests for clarification to the Offeror. Each

Offeror so notified may be interviewed by the Boards and asked to discuss answers to written or oral questions or provide clarifications to any facet of its Offer. The Offerors in the competitive range may be required to provide a demonstration of their product.

Demonstrations - Offerors in the competitive range may be invited to construct a hands-on sample or presentation of their solution at the Boards. In addition, each finalist may prepare and deliver a presentation of their proposed solution based on the script developed by the evaluation panel.

The Boards may also require a hands-on lab demonstration designed specifically for the evaluation panel. The results of the surveys will be tabulated and delivered to the evaluation team for the final review and solution selection session(s).

If an Offer in the Competitive Range contains conditions, exceptions, reservations or understandings to or about any Contract or Solicitation Scope requirement, the Boards may discuss or negotiate the conditions, exceptions, reservations or understandings during these meetings. The Boards in its sole discretion may reject any and all conditions, exceptions, reservations and understandings, and the Boards may instruct any Offeror to remove the conditions, exceptions, reservations or understandings. If the Offeror fails to do so, the Boards may determine the Offer is non-responsive, and the Boards may revoke its determination that the

Offer is in the Competitive Range.

To the fullest extent permitted by law, the Boards will not provide any information, financial or otherwise, to any Offeror about other Offers received in response to this Solicitation. During discussions with Offerors in the Competitive Range, the Boards will not give Offerors specific prices or specific financial requirements that Offerors must meet to qualify for further consideration. The Boards may state that proposed prices are too high with respect to the marketplace or otherwise unacceptable. Offerors will not be told of their relative rankings before

Contract award.

1.4.26. Best and Final Offers (BAFO)

A BAFO is an option available for negotiations. Each Offeror in the Competitive Range, which is determined in the Boards' sole discretion, may be afforded the opportunity to amend its Offer and make one BAFO.

If an Offeror’s BAFO modifies its initial Offer, the modifications must be identified in the BAFO.

The Boards will evaluate BAFOs based on the same requirements and criteria applicable to initial

Offers. The Boards will adjust appropriately the initial scores for criteria that have been affected by Offer modifications made by a BAFO. Based on the criteria defined in the Solicitation (as weighted), the board will then perform final scoring and prepare final rankings.

The Evaluation Panel will recommend the Offer that is the best value and most advantageous to the Boards based on the evaluation criteria.

The Boards reserve the right to make an award to an Offeror whose Offer is the highest rated, best value, and most advantageous to the Boards based on the evaluation criteria, without conducting written or oral discussions with any Offeror, without negotiations, and without soliciting

BAFOs.

1.4.27. Fixed Offer Price Period

All offers shall be firm and fixed for a period of 180 calendar days from the solicitation opening date.

1.4.28. Obtaining a Copy of the Solicitation and Addenda

Interested Offerors may download the complete solicitation and addenda from the City's

Procurement Portal: https://procurement.opengov.com/portal/phoenix/projects/189512.

Any interested Offerors without internet access may obtain this Solicitation by calling the

Procurement Officer or picking up a copy during regular business hours at the City of Phoenix, Retirement Department, 200 W. Washington Street, 10th Floor, Phoenix, AZ. It is the Offeror’s responsibility to check the website, read the entire solicitation, and verify all required information is submitted with their Offer.

1.4.29. Business in Arizona

The Boards will not enter into contracts with Offerors (or any company(ies) not granted authority to transact business, or not in good standing, in the state of Arizona by the Arizona Corporation

Commission, unless the Offeror asserts a statutory exception prior to entering a contract with the Boards.

1.5. Evaluation Criteria

In accordance with the Administrative Regulation 3.10, Competitive Sealed Proposal awards shall be made to the responsive and responsible Offeror(s) whose Offer is determined in writing to be the most advantageous to the City based upon the evaluation criteria listed below.

The evaluation factors are listed in the relative order of importance and more details are provided in Scope of Work. The Weight (Points) for each Evaluation Criteria are the maximum points that may be assigned for that Criteria. The following evaluation criteria will be used to evaluate all Offers:

https://procurement.opengov.com/portal/phoenix/projects/189512

No. Evaluation Criteria Scoring Method Weight (Points)

1. Qualifications and Experience Points Based 500 (50% of Total)

2. Method of Approach Points Based 400 (40% of Total)

3. Pricing Proposal Points Based 100 (10% of Total)

2. AGREEMENT

2.1. Professional Services Agreement

BETWEEN

THE CITY OF PHOENIX

AND

CONTRACTOR NAME

This AGREEMENT is made and entered into this November 1, 2025, (“the Effective Date”), or as of the City Clerk date, whichever is later, by and between the City of Phoenix Fire Pension Board and the City of Phoenix Police Pension Board (hereinafter referred to as “Boards”) and insert legal name of Offeror, (hereinafter referred to as “ Counsel”).

RECITALS

A. A. Pursuant to A.R.S. § 38-847(N), the Board of the Public Safety Personnel

Retirement System (“PSPRS”), are entitled to employ independent legal Counsel.B. On

__________, the Boards voted to enter into this Agreement with Counsel for five years.C. The Boards have determined it is in the best interests of the Boards to obtain legal services from the Counsel as set forth below.

Now therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein, the parties agree as follows:

1. Scope

The Boards are seeking proposals from qualified law firms and attorneys to provide specific legal services as independent counsel under Arizona Revised Statutes, Title 38, Chapter 5, Article 4.

The services requested are below:

A. Advising the Boards on compliance with all applicable federal laws including all qualification issues affecting employee benefits plan design under the Internal Revenue

Code.

B. Advising the Boards concerning drafting and compliance of plan documents, including rules, policies, and procedures. Advising the Boards on compliance of AZPSPRS state statutes.

C. Advising the Boards when considering an application for one of the four types of

AZPSPRS Disability Retirements.

D. Advising the Boards regarding medical questions that may be posed by the Boards to a physician conducting an Independent Medical examination of a disability retirement applicant.

E. Advising the Boards on return to work after retirement issues of members.

F. Advising the Boards considering applications for Line of Duty and Non-Line of Duty

Death benefits.

G. Advising the Boards on issues pertaining to the Deferred Retirement Option Plan

(DROP).

H. Counsel shall attend meetings of the Boards, review agenda and supporting materials prior to the meetings and monitor compliance with open meeting law. Compensation for this assignment is as set forth in Exhibit B, entitled “Compensation.”

I. Advising the Boards on taxation of AZPSPRS Retirement Benefits.

J. Advising the Boards on issues regarding Tier I, II, and III AZPSPRS membership categories.

K. Providing specific, written recommendations on amendments to policies and procedures.

L. Providing advice, review and drafting services concerning necessary legal documents.

M. Providing advice, review and drafting services relating to benefits administration.

N. Providing sophisticated legal advice on federal tax matters.

O. Presenting legal opinions concerning benefits or other legal issues as requested.

P. Providing legal opinions on fiduciary duties.

Q. Assisting in the communication of concerns involving pension fund issues to trustees, staff, consultants, advisors and other parties.

R. Attending board meetings at the request of the Boards and the Local Board Secretary and monitor compliance with open meetings laws.

S. Representing the Boards in complex litigation regarding plan issues. Counsel shall, upon referral of a lawsuit or other legal matter by either of the Boards, provide any necessary legal representation to the Boards and any of its officers, employees or agents as directed by the Boards.

T. Counsel agrees to perform all necessary legal services, including but not limited to investigation, legal research, preparation of legal memoranda, pleadings and briefs and making appearances before administrative tribunals and courts in representing the

Boards.

U. Counsel shall, upon referral of a lawsuit or other legal matter by either of the Board, provide any necessary legal representation to the Boards and any of its officers, employees or agents as directed by the Board. Counsel agrees to perform all necessary legal services, including but not limited to investigation, legal research, preparation of legal memoranda, pleadings and briefs and making appearances before administrative tribunals and courts, in representing the Boards.

V. The legal services shall be carried out in a manner consistent with Counsel's ethical obligations to the Boards.

W. Counsel shall not file any action or enter any litigation on behalf of the Boards without first obtaining permission to do so through formal action of the Boards.

X. Before releasing any written legal opinion or statement affecting the Boards, Counsel shall obtain the Board’s concurrence through formal Board action.

2. Referral of Work to Counsel

A. Other than as set forth above, referral of legal matters to Counsel under this Agreement will only be through the Boards action, the Boards' Chairperson, or the Boards' Secretary.

B. Work performed by Counsel on matters that are not referred to Counsel as set forth in this Agreement will be considered unauthorized and non-compensable.

C. Other than as set forth above, referral of legal matters to Counsel will be through the

Boards' action or a letter of engagement signed by the Boards' Chairperson or Boards'

Secretary. The letter of engagement will contain: (1) the name and a description of the matter for which legal services are sought, (2) an explanation of the scope of work, and (3) the compensation the Boards will pay Counsel for the Services sought. The letter of engagement is not effective unless it is signed by the Boards' Chairperson or Boards' Secretary. The letter of engagement is effective upon receipt.

3. Client Contact

All decisions requiring the consent of the Boards shall be brought by Counsel to the attention of the Boards through the Boards' Chairperson or Boards' Secretary.

4. Staffing

The Board reserves the right to designate one or more specific attorneys in Counsel's firm to work on specific matters. Counsel shall employ suitably trained and skilled professional personnel to perform the legal services. Prior to changing any key personnel, especially those key personnel who the Boards relied upon in making this Agreement, Counsel shall obtain the approval of the

Boards.

5. Materials and Investigative Services

The Boards will furnish Counsel with all investigative and other materials the Boards has relative to the legal services to be provided by Counsel and will conduct such additional investigation as

Counsel shall request.

6. Compensation

Counsel will be paid for services under this Agreement as set forth in Exhibit B, entitled

“Compensation.”

Hourly Rate

If compensated on an hourly rate, Counsel shall be paid at an hourly rate that includes all costs and expenses except for those specific reimbursable expenses listed in Exhibit C, entitled

“Reimbursable Expenses.”

General Contingency

If Counsel is compensated on a contingency basis, for other than Collections, Counsel shall be paid an amount equal to the agreed upon contingency percentage multiplied against the return, plus all costs and expenses listed in Exhibit C, entitled “Reimbursable Expenses.”

7. Reimbursement for Expenses

Counsel will be reimbursed for approved expenditures where the expense is itemized in the invoice and Counsel provides the documentation supporting the invoiced amount.

All expenses must be billed at Counsel's actual out-of-pocket cost without any mark-up.

8. Accounting and Auditing

The Boards and their duly authorized representatives may access and examine all books, documents, papers, records, and other evidence reflecting all time charges, compensation and costs billed under this Agreement. These materials must be made available at the office of

Counsel at any reasonable time for inspection, audit, or reproduction until the expiration of five

(5) years from the date of final payment under this Agreement.

Counsel is prohibited from transmitting, or assisting in the transmission of, any billing information generated by Counsel under this Agreement to any person or organization other than the Boards without the express written consent of the Boards.

9. Hourly Billing – Paper Invoices

Counsel shall prepare invoices for services rendered and expenses incurred during the prior month on each matter handled. Counsel shall submit monthly invoices on or before the 20th day of every month. The Boards track fees and expenditures by matter and expects to receive a separate invoice for each matter billed. All billing will be in accordance with ABA Opinion No. 93-

379. If mailed, the monthly invoices should be addressed to:

City of Phoenix Retirement Office

ATTN: Local Board Secretary

200 West Washington Street, 10th floor

Phoenix, AZ 85003

Each matter should be covered in a separate invoice in an easily understandable format. Each invoice should contain the following information: (1) this Agreement No.; (2) project name; (3) the bill and/or invoice date; (4) the date and time of each activity billed; (5) the name or initials of the individual performing the activity; (6) a specific description of each activity sufficient to ascertain the work involved; and (7) a separate itemization of reimbursable expenses; including the corresponding ABA expense code for the expense, along with the supporting documentation.

10. Hourly Billing Restrictions

Unless otherwise agreed to by the Boards, Boards' Chairperson or Boards' Secretary, Counsel shall:

A. only permit one billing professional to bill for attendance at an internal or external meeting, deposition, and argument even if more than one billing professional is in attendance; and

B. not bill:

1. for more than ten hours of any professional's time in any one day;

2. for more than ten hours of research on any one matter;

3. for more than two hours of travel time; or

4. the Boards in increments of less than 6 minutes (.1 hour); and

5. not bill for clerical time or other overhead expenses; and

C. be paid only for productive time that advances the interest of Boards.

11. Restrictions on Reimbursements

Counsel will be reimbursed by the Boards for approved expenditures where the expense is itemized in the invoice and Counsel provides the documentation supporting the invoiced amount. All expenses shall be billed at Counsel’s actual out-of-pocket cost without any mark-

up. Unless previously agreed to in writing by the Boards, the Boards' Chairperson or Boards'

Secretary, Counsel shall:

A. not request reimbursement for expenses except those specific reimbursable expenses listed in Exhibit C and identified as “Reimbursable Expenses”;

B. not be reimbursed for any single expense greater than One Thousand Dollars ($1,000);

C. not request reimbursement of local travel expense including without limitation milage and parking expenses. Local travel is travel within Maricopa County;

D. not seek reimbursement non-local travel such as airfare unless billed at the lowest coach fare rate or seek reimbursement of hotel accommodations unless billed at the lowest commercial rate at non-resort facilities;

E. not retain experts or consultants or permit such consultant to bill the Board separately;

F. pay the consultant for services provided and then submit an invoice for reimbursement;

G. require any approved expert or consultant to generate an invoice similar to the format for

Legal Counsel including itemized time, services, and expenses entries with all the supporting documentation attached; and

H. not contract or subcontract with any other person to furnish any work or services under this agreement.

12. Fiscal Year

Boards' fiscal year begins July 1 and ends June 30 of each calendar year. Payments for services rendered or costs encumbered may only be made by the Boards during a fiscal year and for a period of 60 days immediately following the close of the fiscal year. Billings for services performed or costs incurred prior to the close of a fiscal year must be submitted within ample time to allow payment within this 60-day period.

13. Final Payment

The Boards will make final payment for all services performed and accepted within 60 days after

Counsel has delivered to the Boards any final progress reports, documentation, materials, and evidence of costs and disbursement as required under this Agreement.

14. Conflict Of Interest

Counsel is retained by the Boards to represent the Boards only for the purposes and to the extent set forth in this Agreement. Counsel shall be free to dispose of such portion of Counsel 's entire time, energy, and skill as are not required to be devoted to the Boards in such a manner as

Counsel sees fit and to such persons, firms or corporations as Counsel deems advisable. But

Counsel shall not engage in any representation of any nature, including legislative or administrative lobbying, which could be adverse to the Boards at the same time Counsel is representing the Board under this Agreement. If any representation presents an ethical conflict of interest, and if a waiver is permitted, a waiver of the conflict must first be obtained before Counsel undertakes the representation. Counsel agrees to have established policies and procedures to avoid conflicts of interest and to protect the attorney-client privilege. Counsel will immediately bring all situations involving adverse representation, and all conflicts and potential conflicts, to the attention of the Board. These include situations that may be subject to the Rules of Professional

Conduct and circumstances where Counsel would otherwise be expected to identify the Boards as a party, a potential party, or a non-party at fault. Counsel hereby represents and warrants that there is no known conflict of interest existing between a client or potential client of Counsel and the Boards as a result of this Agreement. Before Counsel may undertake to represent parties in matters that may arise after execution of this Agreement, which may present issues adverse to the Boards, Counsel shall present the circumstances of the matter to the Boards and request a waiver of any ethical conflict of interest. Any conflict of interest that may arise as a result of

Counsel's representation of parties adverse to the Boards will not be waived unless expressly stated in writing by the Boards after full disclosure of the nature and extent of the conflict.

15. Copies of Documents

Throughout the course of the representation Counsel shall furnish the Board’s Secretary copies of all significant pleadings, discovery material, investigative, expert witness, transactional documents and other reports and correspondence (other than routing transmittal letters). All significant depositions and answers to interrogatories shall be summarized promptly and furnished to the Boards' Secretary.

At the conclusion of Counsel’s representation on any matter, Counsel shall return the complete file to Boards' Secretary as set forth in Paragraph 25.

16. Budgeting

Counsel may be asked by the Boards to submit a budget and strategic plan. The plan must include a description of the available options for handling the matter, the major steps likely to be involved, the timing and sequence of the major steps, the projected costs (within a narrow range) associated with each step and the likelihood of prevailing in percentages.

17. Status Reports and Assessment of Exposure

Counsel shall keep the Boards fully and currently informed about the status of all matters and the importance of that status. As soon as practical after receipt of any referral, and in civil cases governed by Rule 26.1, Arizona Rules of Civil Procedure, as soon as disclosure statements are exchanged, Counsel shall evaluate in writing the merits of the disputed matter and Counsel 's assessment of the monetary exposure or potential recovery, if any, to the Boards. Counsel shall also make appropriate recommendations. Counsel shall furnish subsequent monthly or quarterly status reports as directed by the Boards. Status reports should be addressed to the Boards and should briefly outline the status of the case or matter, emphasize significant developments, summarize depositions and discovery, and address settlement proposals. Counsel shall promptly notify the Boards of events significantly affecting exposure and recovery.

Counsel shall e-mail status…