RFP 2026-0400-0239 Institutional Investing Legal Services.pdf

STATE OF ALASKA

REQUEST FOR

PROPOSALS

OFFERORS ARE NOT REQUIRED TO RETURN THIS FORM.

IMPORTANT NOTICE: IF YOU RECEIVED THIS SOLICITATION FROM THE STATE OF ALASKA’S

“ONLINE PUBLIC NOTICE” WEB SITE, YOU MUST REGISTER WITH THE PROCUREMENT OFFICER

LISTED IN THIS DOCUMENT TO RECEIVE NOTIFICATION OF SUBSEQUENT AMENDMENTS. FAILURE

TO CONTACT THE PROCUREMENT OFFICER MAY RESULT IN THE REJECTION OF YOUR OFFER.

ISSUED BY:

DEPARTMENT OF REVENUE

DIVISION OF ALASKA PERMANENT FUND

CORPORATION

PRIMARY CONTACT:

HEATHER PEDERSEN

PROCUREMENT OFFICER

HPEDERSEN@APFC.ORG

(907) 796-1507

INSTITUTIONAL INVESTING LEGAL SERVICES

RFP 2026-0400-0239

ISSUED MARCH 26, 2026

The State of Alaska, Alaska Permanent Fund Corporation ("APFC") is seeking proposals from experienced and well-qualified law firms to advise the APFC on legal matters that are directly or indirectly related to the Corporation’s institutional investment activities.

STATE OF ALASKA – REQUEST FOR PROPOSALS RFP 2026-0400-0239

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TABLE OF CONTENTS

INTRODUCTION & INSTRUCTIONS

SEC. 1.01 PURPOSE OF THE RFP

SEC. 1.02 BUDGET

SEC. 1.03 DEADLINE FOR RECEIPT OF PROPOSALS

SEC. 1.04 PRIOR EXPERIENCE

SEC. 1.05 REQUIRED REVIEW

SEC. 1.06 QUESTIONS PRIOR TO DEADLINE FOR RECEIPT OF PROPOSALS

SEC. 1.07 RETURN INSTRUCTIONS

SEC. 1.08 ASSISTANCE TO OFFERORS WITH A DISABILITY

SEC. 1.09 AMENDMENTS TO PROPOSALS

SEC. 1.10 AMENDMENTS TO THE RFP

SEC. 1.11 RFP SCHEDULE

SEC. 1.12 ALTERNATE PROPOSALS

SEC. 1.13 NEWS RELEASES

SECTION 2. BACKGROUND INFORMATION

SEC. 2.01 BACKGROUND INFORMATION

SECTION 3. SCOPE OF WORK & CONTRACT INFORMATION

SEC. 3.01 SCOPE OF WORK

SEC. 3.02 CONTRACT TERM AND WORK SCHEDULE

SEC. 3.03 CONTRACT TYPE

SEC. 3.04 METHOD OF AWARD

SEC. 3.05 PROPOSED PAYMENT PROCEDURES

SEC. 3.06 CONTRACT PAYMENT

SEC. 3.07 CONTRACT PRICE ADJUSTMENTS

SEC. 3.08 LOCATION OF WORK

SEC. 3.09 THIRD-PARTY SERVICE PROVIDERS

SEC. 3.10 SUBCONTRACTORS

SEC. 3.11 JOINT VENTURES

SEC. 3.12 RIGHT TO INSPECT PLACE OF BUSINESS

SEC. 3.13 F.O.B. POINT

SEC. 3.14 CONTRACT PERSONNEL

SEC. 3.15 INSPECTION & MODIFICATION - REIMBURSEMENT FOR UNACCEPTABLE DELIVERABLES

SEC. 3.16 CONTRACT CHANGES - UNANTICIPATED AMENDMENTS

SEC. 3.17 NONDISCLOSURE AND CONFIDENTIALITY

SEC. 3.18 INDEMNIFICATION

SEC. 3.19 INSURANCE REQUIREMENTS

SEC. 3.20 TERMINATION FOR DEFAULT

SECTION 4. PROPOSAL FORMAT AND CONTENT

SEC. 4.01 RFP SUBMITTAL FORMS

SEC. 4.02 SPECIAL FORMATTING REQUIREMENTS

SEC. 4.03 OFFEROR INFORMATION AND CERTIFICATIONS (SUBMITTAL FORM A)

SEC. 4.04 EXPERIENCE AND QUALIFICATIONS (SUBMITTAL FORM B)

SEC. 4.05 FIRM ORGANIZATION AND RESOURCES (SUBMITTAL FORM C)

SEC. 4.06 LEAD ATTORNEY AND KEY PROJECT PERSONNEL (SUBMITTAL FORM D)

SEC. 4.07 COST PROPOSAL (SUBMITTAL FORM E)

SECTION 5. EVALUATION CRITERIA AND CONTRACTOR SELECTION

SEC. 5.01 SUMMARY OF EVALUATION PROCESS

SEC. 5.02 EVALUATION CRITERIA

SEC. 5.03 SCORING METHOD AND CALCULATION

SEC. 5.04 EXPERIENCE AND QUALIFICATIONS (40%)

SEC. 5.05 FIRM ORGANIZATION AND RESOURCES (20%)

SEC. 5.06 LEAD ATTORNEY AND KEY PROJECT PERSONNEL (10%)

SEC. 5.07 CONTRACT COST (COST PROPOSAL) (20%)

SEC. 5.08 ALASKA OFFEROR PREFERENCE (10%)

SECTION 6. GENERAL PROCESS AND LEGAL INFORMATION

SEC. 6.01 INFORMAL DEBRIEFING

SEC. 6.02 ALASKA BUSINESS LICENSE AND OTHER REQUIRED LICENSES

SEC. 6.03 SITE INSPECTION

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SEC. 6.04 CLARIFICATION OF OFFERS

SEC. 6.05 DISCUSSIONS WITH OFFERORS

SEC. 6.06 EVALUATION OF PROPOSALS

SEC. 6.07 CONTRACT NEGOTIATION

SEC. 6.08 FAILURE TO NEGOTIATE

SEC. 6.09 OFFEROR NOTIFICATION OF SELECTION

SEC. 6.10 PROTEST

SEC. 6.11 APPLICATION OF PREFERENCES

SEC. 6.12 ALASKA BIDDER PREFERENCE

SEC. 6.13 ALASKA VETERAN PREFERENCE

SEC. 6.14 ALASKA MILITARY SKILLS PROGRAM PREFERENCE

SEC. 6.15 STANDARD CONTRACT PROVISIONS

SEC. 6.16 QUALIFIED OFFERORS

SEC. 6.17 PROPOSAL AS PART OF THE CONTRACT

SEC. 6.18 ADDITIONAL TERMS AND CONDITIONS

SEC. 6.19 HUMAN TRAFFICKING

SEC. 6.20 RIGHT OF REJECTION

SEC. 6.21 STATE NOT RESPONSIBLE FOR PREPARATION COSTS

SEC. 6.22 DISCLOSURE OF PROPOSAL CONTENTS

SEC. 6.23 ASSIGNMENT

SEC. 6.24 FORCE MAJEURE (IMPOSSIBILITY TO PERFORM)

SEC. 6.25 DISPUTES

SEC. 6.26 SEVERABILITY

SEC. 6.27 SUPPLEMENTAL TERMS AND CONDITIONS

SEC. 6.28 SOLICITATION ADVERTISING

SEC. 6.29 FEDERALLY IMPOSED TARIFFS

SECTION 7. ATTACHMENTS

SEC. 7.01 ATTACHMENTS

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INTRODUCTION & INSTRUCTIONS

SEC. 1.01 PURPOSE OF THE RFP

The Department of Revenue, Division of Alaska Permanent Fund Corporation, is soliciting proposals from experienced and well-qualified law firms to advise the APFC on legal matters that are directly or indirectly related to the Corporation’s institutional investment activities.

SEC. 1.02 BUDGET

Approval or continuation of a contract resulting from this RFP is contingent upon legislative appropriation.

SEC. 1.03 DEADLINE FOR RECEIPT OF PROPOSALS

Proposals must be received no later than 2:00 pm prevailing Alaska Standard Time on April 16, 2026 as indicated by postmark or email timestamp and late proposals will not be considered.

SEC. 1.04 PRIOR EXPERIENCE

In order for offers to be considered responsive offerors must meet these minimum prior experience requirements:

Minimum Qualifications – Lot 1: Full Service Legal Counsel: All firms submitting proposals for the Full Service Legal Counsel must meet the following minimum criteria:

1. The proposing firm must have been in business at least fifteen (15) years.

2. The proposing firm must have at least ten (10) years’ experience in representing and advising large institutional investors.

3. The proposer must designate, as a member of the proposed team for this representation, a lead attorney licensed to practice law with at least ten (10) years’ experience in structuring, negotiation, and review of alternative investments on behalf of institutional investors.

4. The proposer must have Partners with ten (10) years of expertise in each of the areas under Section 3.01 Lot 1.

Minimum Qualifications – Lot 2: Specialized Legal Counsel: All firms submitting proposals for the Specialized Legal Counsel must meet the following minimum criteria:

1. The proposing firm must have been in business at least ten (10) years.

2. The proposer must designate, as a member of the proposed team for this representation, a lead attorney licensed to practice law with at least ten (10) years of experience in the specialty area the proposer is applying for.

3. The proposer must have at least three (3) Partners with at least five (5) years’ experience each in representing and advising clients in the respective area of specialty expertise.

An offeror's failure to meet these minimum prior experience requirements will cause their proposal to be considered non-responsive and rejected.

SEC. 1.05 REQUIRED REVIEW

Offerors should carefully review this solicitation for defects and questionable or objectionable material.

Comments concerning defects and questionable or objectionable material should be made in writing and received by the procurement officer at least ten days before the deadline for receipt of proposals. This will

5 Rev. 8/24 allow time for the issuance of any necessary amendments. It will also help prevent the opening of a defective proposal and exposure of offeror's proposals upon which award could not be made.

SEC. 1.06 QUESTIONS PRIOR TO DEADLINE FOR RECEIPT OF

PROPOSALS

All questions must be in writing and directed to the procurement officer. The interested party must confirm telephone conversations in writing.

Two types of questions generally arise. One may be answered by directing the questioner to a specific section of the RFP. These questions may be answered over the telephone. Other questions may be more complex and may require a written amendment to the RFP. The procurement officer will make that decision.

PROCUREMENT OFFICER: Heather Pedersen – PHONE 907-796-1507 - hpedersen@apfc.org

SEC. 1.07 RETURN INSTRUCTIONS

If submitting a hard copy proposal, Offerors may submit one hard copy of their proposal to the procurement officer in a sealed package. The cost proposal included with the package must be sealed separately from the rest of the proposal and must be clearly identified. The sealed proposal package(s) must be addressed as follows:

Department of Revenue Division of Alaska Permanent Fund Corporation

Attention: Heather Pedersen Request for Proposal (RFP) Number: 2026-0400-0239

RFP Title: Institutional Investing Legal Services

If using U.S. mail, please use the following address:

801 W 10TH ST, STE 302

JUNEAU, AK 99801

If using a delivery service, please use the following address:

801 W 10TH ST, STE 302

JUNEAU, AK 99801

If submitting a proposal via email, the technical proposal and cost proposal must be saved as separate PDF documents and emailed to procurement@apfc.org as separate, clearly labeled attachments, such as “Vendor A – Technical Proposal.pdf” and “Vendor A – Cost Proposal.pdf”. The email must contain the RFP number in the subject line.

The maximum size of a single email (including all text and attachments) that can be received by the state is 20mb (megabytes). If the email containing the proposal exceeds this size, the proposal must be sent in multiple emails that are each less than 20 megabytes and each email must comply with the requirements described above.

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Please note that email transmission is not instantaneous. Similar to sending a hard copy proposal, if you are emailing your proposal, the state recommends sending it with enough time to ensure the email is delivered by the deadline for receipt of proposals.

It is the offeror’s responsibility to contact the issuing agency at 907-796-1508 to confirm that the proposal has been received. The state is not responsible for unreadable, corrupt, or missing attachments.

SEC. 1.08 ASSISTANCE TO OFFERORS WITH A DISABILITY

Offerors with a disability may receive accommodation regarding the means of communicating this RFP or participating in the procurement process. For more information, contact the procurement officer no later than ten days prior to the deadline for receipt of proposals.

SEC. 1.09 AMENDMENTS TO PROPOSALS

Amendments to or withdrawals of proposals will only be allowed if acceptable requests are received prior to the deadline that is set for receipt of proposals. No amendments or withdrawals will be accepted after the deadline unless they are in response to the state's request in accordance with 2 AAC 12.290.

SEC. 1.10 AMENDMENTS TO THE RFP

If an amendment is issued before the deadline for receipt of proposals, the amendment will be posted on the State of Alaska Online Public Notice (OPN) website. The link to the posting of the amendment will be provided to all who were notified of the RFP and to those who have registered with the procurement officer after receiving the RFP from the OPN.

After receipt of proposals, if there is a need for any substantial clarification or material change in the RFP, an amendment will be issued. The amendment will incorporate the clarification or change, and a new date and time established for new or amended proposals. Evaluations may be adjusted as a result of receiving new or amended proposals.

SEC. 1.11 RFP SCHEDULE

RFP schedule set out herein represents the state’s best estimate of the schedule that will be followed. If a component of this schedule, such as the deadline for receipt of proposals, is delayed, the rest of the schedule may be shifted accordingly. All times are Alaska Standard Time.

ACTIVITY TIME DATE

Issue Date / RFP Released March 26, 2026 Deadline for Receipt of Proposals / Proposal Due Date 2:00pm April 16, 2026 Proposal Evaluations Complete May 1, 2026 Notice of Intent to Award May 6, 2026 Contract Issued June 1, 2026

This RFP does not, by itself, obligate the state. The state's obligation will commence when the contract is approved by the Commissioner of the Department of Revenue, or the Commissioner's designee. Upon written notice to the contractor, the state may set a different starting date for the contract. The state will not be responsible for any work done by the contractor, even work done in good faith, if it occurs prior to the contract start date set by the state.

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SEC. 1.12 ALTERNATE PROPOSALS

Offerors may only submit one proposal for evaluation. In accordance with 2 AAC 12.830 alternate proposals (proposals that offer something different than what is asked for) will be rejected.

SEC. 1.13 NEWS RELEASES

News releases related to this RFP will not be made without prior approval of the project director.

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SECTION 2. BACKGROUND INFORMATION

SEC. 2.01 BACKGROUND INFORMATION

The APFC is a public corporation and governmental instrumentality responsible for investing the Alaska Permanent Fund, managed by the APFC Board of Trustees. As of January 31, 2026, the Permanent Fund had assets of about $87 billion. The investment portfolio contains strategies in U.S.

government bonds, international and emerging markets government bonds, global corporate and high yield bonds, U.S., international and emerging markets equities, private equity funds, direct private equity, direct venture capital, direct real estate, global infrastructure, U.S. Treasury inflation-protected securities, structured credit securities, absolute return strategies, distressed and mezzanine debt, and cash. At present, the APFC internally manages the Permanent Fund’s fixed income portfolio and is directly committing to private equity funds and private infrastructure funds. And, from time-to-time, APFC is also co-investing alongside these private market funds. The remainder of the portfolio is externally managed. Going forward, the APFC expects to add new types of investments and increase the volume and types managed internally. The need for outside legal advice is expected to increase.

More information about the APFC and the Permanent Fund is available on the APFC’s website:

http://www.apfc.org/home/Content/home/index.cfm http://www.apfc.org/home/Content/home/index.cfm

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SECTION 3. SCOPE OF WORK & CONTRACT INFORMATION

SEC. 3.01 SCOPE OF WORK

The Department of Revenue, Alaska Permanent Fund Corporation, is soliciting proposals for Full Service Legal Counsel and Specialty Areas of Expertise services.

Lot 1: Full Service Legal Counsel

A full service law firm shall be capable of providing the following services described below. At present there is no estimate of the specific number of hours of legal services that may be needed.

A. Funds - Legal due diligence, advice, and draft/negotiate side letters on investments in open and closed-end commingled investment funds and funds-of-one and negotiate private market fund documents for limited partners, including co-investment investments.

B. MFN Selection, Amendments, and Advisory Board issues – Review and advise on MFN selections often made available to APFC through the side letter MFN provision. Review and advise on proposed LPA Amendments. And, review and advise on matters coming before an advisory board that APFC holds an advisory board seat on.

C. Tax - Counsel on tax issues including tax-free and taxable acquisitions, leveraged buy-outs, spin-offs, and dispositions, with cross-border components; corporate finance and funding transactions, recapitalizations and leasing transactions; real estate investment trusts and registered investment companies; partnerships, LLCs, joint ventures and disregarded entities in a variety of unusual contexts, potentially in every industry sector.

D. Secondaries-review and advise APFC on the possible secondary sale or acquisition of private market funds or portfolio companies, whether such sales are led by APFC or the General Partner of a specific fund or portfolio company.

E. Securities Regulation – Counsel regarding corporate governance, securities offerings including IPOs, fiduciary duties, the prudent investor rule and compliance matters under the Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940 (40 Act), Investment Advisors Act of 1940, the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as the related SEC rules. Additionally advise APFC on matters related to CFTC, FINRA and other regulatory matters

F. Investment Management Agreements– Review and advise APFC on the terms of an investment management agreement between APFC and a public or private markets investment managers to manage public or private investment through a separately managed account or joint venture.

G. Derivatives – Transaction assistance with hybrid and structured notes, swaps, swaptions and related instruments, various types of options, interest rates and currencies, equity, debt and asset-backed securities, commodities, insurance and credit-related attributes, and other reference instruments and indices.

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I. Lending and Banking – Advise on first and second liens loan facilities, acquisition financings, senior and subordinated bridge financings, leveraged recapitalization financings, asset-backed financings, mezzanine financings, workouts restructurings, DIP and exit financings.

Lot 2: Specialty Areas of Expertise

The specialty area being sought is listed in A. A firm offering this specialty must be capable of performing the type of services identified below. At present there is no estimate of the specific number of hours of legal services that might be needed in this specialty area.

A. Derivatives, Mortgage/Asset Backed Securities and Structured Products- APFC seeks outside legal counsel that has negotiated transactions and the related documentation with respect to: (1) cleared and uncleared derivatives, including transactions in both listed derivatives (futures and options) and over-the-counter (OTC) derivatives pursuant to ISDA Master Agreements; (2) mortgage-backed and asset backed securities, including the negotiation of Master Securities Forward Transaction Agreements to cover such securities; and (3) other structured products.

Outside counsel will be expected to assist and advise legal and investment staff with respect to regulatory requirements and documentation for publicly-traded derivatives and OTC derivatives’ contracts and related matters, such as, prime brokerage, securities lending, repurchase transactions, capital, margin, counterparty bankruptcy, and software licensing and intellectual property matters relating to derivatives electronic platforms. Counsel will also advise on matters of derivatives regulation. Counsel should have expertise and experience with industry standards and ISDA master agreements, schedules, confirmations, definition booklets, credit support annexes, collateral management, and settlement and clearing processes and regulation, including requirements arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010). Thorough familiarity with and experience when negotiating, prime brokerage agreements, securities lending agreements, repurchase agreements, collateral custody agreements as well as ISDA Master Agreements, schedules, and related contracts (including “without limitation” provisions relating to master confirmation agreements, payment netting, tax gross-up, tax representations, basic corporate representations, basic covenants, events of default, collateral arrangements, and termination) is required. Demonstrated experience representing public institutional investors in derivatives negotiations and documentation is strongly preferred.

SEC. 3.02 CONTRACT TERM AND WORK SCHEDULE

The length of the contract will be from June 1, 2026, through May 31, 2031, with five (5) one-year renewals.

Unless otherwise provided in this RFP, the State and the successful offeror/contractor agree: (1) that any extension of the contract excluding any exercised renewal options, will be considered as a month-to-month extension, and all other terms and conditions shall remain in full force and effect and (2) the procurement officer will provide notice to the contractor of the intent to cancel such month-to-month extension at least 30 days before the desired date of cancellation. A month-to-month extension may only be executed by the procurement officer via a written contract amendment.

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SEC. 3.03 CONTRACT TYPE

This contract(s) is an as needed contract(s).

SEC. 3.04 METHOD OF AWARD

The State of Alaska will be awarding by lot. There may be multiple awards by lot:

Lot 1: Full Service Legal Counsel

Lot 2: Specialty Areas of Expertise

SEC. 3.05 PROPOSED PAYMENT PROCEDURES

The state will make payments based on a negotiated payment schedule. Each billing must consist of an invoice and progress report. No payment will be made until the progress report and invoice has been approved by the project director.

SEC. 3.06 CONTRACT PAYMENT

No payment will be made until the contract is approved by the Commissioner of the Department of Revenue or the Commissioner's designee. Under no conditions will the state be liable for the payment of any interest charges associated with the cost of the contract. The state is not responsible for and will not pay local, state, or federal taxes. All costs associated with the contract must be stated in U.S. currency.

Payment for agreements under $500,000 for the undisputed purchase of goods or services provided to a state agency, will be made within 30 days of the receipt of a proper billing or the delivery of the goods or services to the location(s) specified in the agreement, whichever is later. A late payment is subject to 1.5% interest per month on the unpaid balance. Interest will not be paid if there is a dispute or if there is an agreement that establishes a lower interest rate or precludes the charging of interest.

Any single contract payment of $1 million or higher must be accepted by the contractor via Electronic Funds Transfer (EFT).

SEC. 3.07 CONTRACT PRICE ADJUSTMENTS

Consumer Price Index (CPI): Contract prices will remain firm through the initial contract period.

The Contractor or State may request price adjustments, no sooner than 12 months from the Contract execution date, and no more than once per contract year. Contractors must submit a request to the State at least thirty (30) days prior to the end of the current term. All Requests must be in writing and must be received 30 days prior to the Contract renewal date.

a. If the Contractor or State fail to request a CPI price adjustment 30 days prior to the Contract renewal date, the adjustment will be effective 30 days after the State or Contractor receives their written request.

b. Price adjustments will only take affect after written approval by contractor and State.

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c. Approval for all price increases is dependent upon full compliance with the terms of the Contract including reporting requirements.

SEC. 3.08 LOCATION OF WORK

The state will not provide workspace for the contractor. The contractor must provide its own workspace.

Travel to other locations will not be required.

By signing their proposal, the offeror certifies that all services provided under this contract by the contractor and all subcontractors shall be performed in the United States, unless the legal work relates to a specific foreign investment, requiring counsel in a foreign jurisdiction, and is authorized by APFC.

If the offeror cannot certify that all work will be performed in the United States (except as provided above), the offeror must contact the procurement officer in writing to request a waiver at least 10 days prior to the deadline for receipt of proposals.

Failure to comply with these requirements may cause the state to reject the proposal as non-responsive or cancel the contract.

SEC. 3.09 THIRD-PARTY SERVICE PROVIDERS

The contractor must provide, on an annual basis, a Type 2 Statement on Standards for Attestation Engagements (SSAE) SOC 1, SOC 2, OR SOC 3 report(s). Failure to provide these reports may be treated as a material breach and may be a basis for a finding of default.

SEC. 3.10 SUBCONTRACTORS

Subcontractors will be allowed if the firm does not have the requisite legal experience in-house but only upon the written approval of APFC.

SEC. 3.11 JOINT VENTURES

Joint ventures will not be allowed.

SEC. 3.12 RIGHT TO INSPECT PLACE OF BUSINESS

At reasonable times, the state may inspect those areas of the contractor's place of business that are related to the performance of a contract. If the state makes such an inspection, the contractor must provide reasonable assistance.

SEC. 3.13 F.O.B. POINT

All goods purchased through this contract will be F.O.B. final destination. Unless specifically stated otherwise, all prices offered must include the delivery costs to any location within the State of Alaska.

SEC. 3.14 CONTRACT PERSONNEL

Any change of the project team members or subcontractors named in the proposal must be approved, in advance and in writing, by the project director and the procurement officer. Changes that are not approved by the state may be grounds for the state to terminate the contract.

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SEC. 3.15 INSPECTION & MODIFICATION - REIMBURSEMENT FOR

UNACCEPTABLE DELIVERABLES

The contractor is responsible for the completion of all work set out in the contract. All work is subject to inspection, evaluation, and approval by the project director. The state may employ all reasonable means to ensure that the work is progressing and being performed in compliance with the contract. The project director or procurement officer may instruct the contractor to make corrections or modifications if needed in order to accomplish the contract’s intent. The contractor will not unreasonably withhold such changes.

Substantial failure of the contractor to perform the contract may cause the state to terminate the contract.

In this event, the state may require the contractor to reimburse monies paid (based on the identified portion of unacceptable work received) and may seek associated damages.

SEC. 3.16 CONTRACT CHANGES - UNANTICIPATED AMENDMENTS

During the course of this contract, the contractor may be required to perform additional work. That work will be within the general scope of the initial contract. When additional work is required, the project director will provide the contractor a written description of the additional work and request the contractor to submit a firm time schedule for accomplishing the additional work and a firm price for the additional work. Cost and pricing data must be provided to justify the cost of such amendments per AS 36.30.400.

The contractor will not commence additional work until the procurement officer has secured any required state approvals necessary for the amendment and issued a written contract amendment, approved by the Commissioner of the Department of Revenue or the Commissioner's designee.

SEC. 3.17 NONDISCLOSURE AND CONFIDENTIALITY

Contractor agrees that all confidential information shall be used only for purposes of providing the deliverables and performing the services specified herein and shall not disseminate or allow dissemination of confidential information except as provided for in this section. The contractor shall hold as confidential and will use reasonable care (including both facility physical security and electronic security) to prevent unauthorized access by, storage, disclosure, publication, dissemination to and/or use by third parties of, the confidential information. “Reasonable care” means compliance by the contractor with all applicable federal and state law, including the Social Security Act and HIPAA. The contractor must promptly notify the state in writing if it becomes aware of any storage, disclosure, loss, unauthorized access to or use of the confidential information.

Confidential information, as used herein, means any data, files, software, information or materials (whether prepared by the state or its agents or advisors) in oral, electronic, tangible or intangible form and however stored, compiled or memorialized that is classified confidential as defined by State of Alaska classification and categorization guidelines provided by the state to the contractor or a contractor agent or otherwise made available to the contractor or a contractor agent in connection with this contract, or acquired, obtained or learned by the contractor or a contractor agent in the performance of this contract.

Examples of confidential information include, but are not limited to: technology infrastructure, architecture, financial data, trade secrets, equipment specifications, user lists, passwords, research data, and technology data (infrastructure, architecture, operating systems, security tools, IP addresses, etc).

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If confidential information is requested to be disclosed by the contractor pursuant to a request received by a third party and such disclosure of the confidential information is required under applicable state or federal law, regulation, governmental or regulatory authority, the contractor may disclose the confidential information after providing the state with written notice of the requested disclosure ( to the extent such notice to the state is permitted by applicable law) and giving the state opportunity to review the request.

If the contractor receives no objection from the state, it may release the confidential information within 30 days. Notice of the requested disclosure of confidential information by the contractor must be provided to the state within a reasonable time after the contractor’s receipt of notice of the requested disclosure and, upon request of the state, shall seek to obtain legal protection from the release of the confidential information.

The following information shall not be considered confidential information: information previously known to be public information when received from the other party; information freely available to the general public; information which now is or hereafter becomes publicly known by other than a breach of confidentiality hereof; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general public.

SEC. 3.18 INDEMNIFICATION

The contractor shall indemnify, hold harmless, and defend the contracting agency from and against any claim of, or liability for error, omission, or negligent act of the contractor under this agreement. The contractor shall not be required to indemnify the contracting agency for a claim of, or liability for, the independent negligence of the contracting agency. If there is a claim of, or liability for, the joint negligent error or omission of the contractor and the independent negligence of the contracting agency, the indemnification and hold harmless obligation shall be apportioned on a comparative fault basis.

“Contractor” and “contracting agency”, as used within this and the following article, include the employees, agents and other contractors who are directly responsible, respectively, to each. The term “independent negligence” is negligence other than in the contracting agency’s selection, administration, monitoring, or controlling of the contractor and in approving or accepting the contractor’s work.

SEC. 3.19 INSURANCE REQUIREMENTS

Without limiting contractor's indemnification, it is agreed that contractor shall purchase at its own expense and maintain in force at all times during the performance of services under this agreement the following policies of insurance. Where specific limits are shown, it is understood that they shall be the minimum acceptable limits. If the contractor's policy contains higher limits, the state shall be entitled to coverage to the extent of such higher limits.

Certificates of Insurance must be furnished to the procurement officer prior to beginning work and must provide for a notice of cancellation, non-renewal, or material change of conditions in accordance with policy provisions. Failure to furnish satisfactory evidence of insurance or lapse of the policy is a material breach of this contract and shall be grounds for termination of the contractor's services. All insurance policies shall comply with and be issued by insurers licensed to transact the business of insurance under

AS 21.

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Workers' Compensation Insurance: The contractor shall provide and maintain, for all employees engaged in work under this contract, coverage as required by AS 23.30.045, and where applicable, any other statutory obligations including but not limited to Federal U.S.L. & H. and Jones Act requirements. The policy must waive subrogation against the State.

Commercial General Liability Insurance: covering all business premises and operations used by the Contractor in the performance of services under this agreement with minimum coverage limits of $300,000 combined single limit per claim.

Commercial Automobile Liability Insurance: covering all vehicles used by the contractor in the performance of services under this agreement with minimum coverage limits of $300,000 combined single limit per claim.

Professional Liability Insurance: covering all errors, omissions, or negligent acts in the performance of professional services under this agreement. Limits required per the following schedule:

Contract Amount Minimum Required Limits

Under $100,000 $300,000 per Claim/Annual Aggregate $100,000-$499,000 $500,000 per Claim/Annual Aggregate $500,000-$999,999 $1,000,000 per Claim/Annual Aggregate $1,000,000 or over Refer to Risk Management

SEC. 3.20 TERMINATION FOR DEFAULT

a. If the Project Director or Procurement Officer determines that the contractor has refused to perform the work or has failed to perform the work with such diligence as to ensure its timely and accurate completion, the state may, by providing written notice to the contractor, terminate the contractor's right to proceed with part or all the remaining work.

b. The Procurement Officer may also, by written notice, terminate this contract under Administrative Order 352 if the contractor supports or participates in a boycott of the State of Israel.

This clause does not restrict the state's termination rights under the contract provisions of Appendix A, attached in SECTION 7. ATTACHMENTS.

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SECTION 4. PROPOSAL FORMAT AND CONTENT

SEC. 4.01 RFP SUBMITTAL FORMS

This RFP contains Submittal Forms, which must be completed by the offeror and submitted as part of their proposal. An electronic copy of the forms is posted along with this RFP.

Unless otherwise specified in this RFP, the Submittal Forms shall be the offeror’s entire proposal. Do not include any marketing information in the proposal.

Any proposal that does not follow these requirements may be deemed non-responsive.

SEC. 4.02 SPECIAL FORMATTING REQUIREMENTS

The offeror must ensure that their proposal meets all special formatting requirements identified in this section.

Documents and Text: All attachment documents must be written in the English language, be single sided, and be single spaced with a minimum font size of 10. Pictures or graphics may be used if the offeror feels it is necessary to communicate their information, however, be aware of the below requirements for page limits.

Page Limits: Some Submittal Forms listed below have maximum page limit requirements. Offerors must not exceed the maximum page limits. Note, the page limit applies to the front side of a page only (for example, ‘1 Page’ implies that the offeror can only provide a response on one side of a piece of paper). Any pages exceeding the maximum page limit will be discarded and will not be included in the evaluations (for example, the maximum page limit is 3 pages, but the Offeror submits 5 pages for that submittal form. Only pages 1-3 will be evaluated. Pages 4 and 5 would be discarded by the Procurement Officer before sending to the proposal evaluation committee for evaluation.).

Submittal Form Maximum Page Limits

Submittal Form A – Offeror Information and Certifications Submittal Form B – Experience and Qualifications 5 Submittal Form C – Firm Organization and Resources 5 Submittal Form D – Lead Attorney and Key Project Personnel 5 Submittal Form E – Cost Proposal

Any Submittal Form submitted as part of a proposal that is not compliant with the instructions above may be a basis for finding the proposal non-responsive and thus rejected.

SEC. 4.03 OFFEROR INFORMATION AND CERTIFICATIONS (SUBMITTAL

FORM A)

The offeror must complete and submit this Submittal Form. The form must be signed by an individual authorized to bind the offeror to the provisions of the RFP.

By signature on the form, the offeror certifies they comply with the following:

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a) the laws of the State of Alaska;

b) the applicable portion of the Federal Civil Rights Act of 1964;

c) the Equal Employment Opportunity Act and the regulations issued thereunder by the federal government;

d) the Americans with Disabilities Act of 1990 and the regulations issued thereunder by the federal government;

e) all terms and conditions set out in this RFP;

f) a condition that the proposal submitted was independently arrived at, without collusion, under penalty of perjury; and

g) that the offers will remain open and valid for at least 90 days.

If any offeror fails to comply with [a] through [g] of this paragraph, the state reserves the right to disregard the proposal, terminate the contract, or consider the contractor in default.

The Submittal Form also requests the following information:

a) The complete name and address of offeror’s firm along with the offeror’s Tax ID.

b) Information on the person the state should contact regarding the proposal.

c) Names of critical team members/personnel.

d) Addenda acknowledgement.

e) Conflict of interest statement.

f) Federal requirements.

g) Alaska preference qualifications.

An offeror's failure to address/respond/include these items may cause the proposal to be determined to be non-responsive and the proposal may be rejected.

SEC. 4.04 EXPERIENCE AND QUALIFICATIONS (SUBMITTAL FORM B)

Offerors must provide detail on the personnel assigned to accomplish the work called for in this RFP;

illustrate the lines of authority; designate the individual responsible and accountable for the completion of each component and deliverable of the RFP.

Offerors must provide a narrative description of the organization of the project team and a personnel roster that identifies each person who will actually work on the contract along with their titles and location(s) where work will be performed.

Offerors must also provide reference names and phone numbers for similar projects the offeror’s firm has completed.

The offeror shall not disclose their costs in this Submittal Form. Submission forms shall not exceed the page limit (as described in Section 4.02).

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SEC. 4.05 FIRM ORGANIZATION AND RESOURCES (SUBMITTAL FORM

C)

Offerors must provide comprehensive narrative statements that illustrate the firms organization and resources.

The offeror shall not disclose their costs in this Submittal Form. Submission forms shall not exceed the page limit (as described in Section 4.02).

SEC. 4.06 LEAD ATTORNEY AND KEY PROJECT PERSONNEL

(SUBMITTAL FORM D)

Offerors must provide comprehensive narrative statements about the lead attorney and key project personnel.

The offeror shall not disclose their costs in this Submittal Form. Submission forms shall not exceed the page limit (as described in Section 4.02).

SEC. 4.07 COST PROPOSAL (SUBMITTAL FORM E)

Offerors must complete and submit this Submittal Form. Proposed costs must include all direct and indirect costs associated with the performance of the contract, including, but not limited to, total number of hours at various hourly rates, direct expenses, payroll, supplies, overhead assigned to each person working on the project, percentage of each person's time devoted to the project, and profit. The costs identified on the cost proposal are the total amount of costs to be paid by the state. No additional charges shall be allowed.

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SECTION 5. EVALUATION CRITERIA AND CONTRACTOR

SELECTION

SEC. 5.01 SUMMARY OF EVALUATION PROCESS

The state will use the following steps to evaluate and prioritize proposals:

1) Proposals will be assessed for overall responsiveness and responsibility. Proposals deemed non-responsive or non-responsible will be eliminated from further consideration.

2) A proposal evaluation committee (PEC), made up of at least three state employees or public officials, will evaluate the Technical portion of all responsive proposals.

3) The Submittal Forms, from each responsive proposal, will be sent to the PEC. No cost information will be shared or provided to the PEC.

4) The PEC will independently evaluate and score the documents based on the degree to which they meet the stated evaluation criteria.

5) After independent scoring, the PEC will have a meeting, chaired by the procurement officer, where the PEC may have a group discussion prior to finalizing their scores.

6) The evaluators will submit their final individual scores to the procurement officer, who will then compile the scores and calculate awarded points as set out in Section 5.03.

7) The procurement officer will calculate scores for cost proposals as set out in Section 5.08 and add those scores to the awarded points along with factoring in any Alaska preferences.

8) The procurement officer may ask for best and final offers from offerors susceptible for award and revise the cost scores accordingly.

9) The state will then conduct any necessary negotiations with the highest scoring offeror and award a contract if the negotiations are successful.

SEC. 5.02 EVALUATION CRITERIA

Proposals will be evaluated based on their overall value to state, considering both cost and non-cost factors as described below. Note: An evaluation may not be based on discrimination due to the race, religion, color, national origin, sex, age, marital status, pregnancy, parenthood, disability, or political affiliation of the offeror.

Overall Criteria Weight Responsiveness Pass/Fail

Qualifications Criteria Weight Experience and Qualifications (Submittal Form B) 400 Firm Organization and Resources (Submittal Form C) 200 Lead Attorney and Key Project Personnel (Submittal Form D) 100

Total 700

Attachmen

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Cost Criteria Weight Cost Proposal (Submittal Form E) 200 Total 200

Preference Criteria Weight Alaska Offeror Preference (if applicable) 100 Total 100

TOTAL EVALUATION POINTS AVAILABLE: 1000

SEC. 5.03 SCORING METHOD AND CALCULATION

Each Proposal Evaluation Committee (PEC) member will individually evaluate and score each responsive proposal using the criteria set out in Sections 5.04 through 5.07 and assign a single score of 1 through 10, with 10 representing the highest score and 1 representing the lowest score. Using only whole numbers, PEC members should start with a score of 5 on each section. The score may either increase or decrease depending on the offeror’s response to each question for that section. As an example, if the Offeror provided responses over and above the evaluation questions in a section, they would receive a higher score. However, if the Offeror’s response fails to address all questions of a section or demonstrates some lack of understanding or competency as it relates to a question for that section, the Offeror would then receive a lower score.

After the PEC has scored, the scores for each section will be totaled and the following formula will be used to calculate the total amount of points awarded for each section:

Offeror Total Score x Max Points = Points Awarded Highest Total Score Possible

Example (Max Points for the Section = 100):

PEC

Member 1

Score

PEC

Member 2

Score

PEC

Member 3

Score

PEC

Member 4

Score Combined Total Score

Points

Awarded Offeror

1 10 5 5 10 30 75

Offeror 2 5 5 5 5 20 50

Offeror

10 10 10 10 40 100

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Offeror 1 was awarded 75 points:

Offeror Total Score (30) x Max Points (100) = Points Awarded (75) Highest Total Score Possible (40)

Offeror 2 was awarded 50 points:

Offeror Total Score (20) x Max Points (100) = Points Awarded (50) Highest Total Score Possible (40)

Offeror 3 was awarded 100 points:

Offeror Total Score (40) x Max Points (100) = Points Awarded (100) Highest Total Score Possible (40)

SEC. 5.04 EXPERIENCE AND QUALIFICATIONS (40%)

This portion of the offeror’s proposal will be evaluated against the following questions:

1) Questions regarding the firm:

a) Provide specific information with regard to the firm's understanding, knowledge of, and experience with offering legal services related to private market investments, including, but not limited to, private equity, private credit, infrastructure and real asset limited partnerships.

b) Describe how your firm approaches legal review of private market investments, outlining the process from the time you are approached by a client through closing.

c) Describe how your firm stays apprised of existing and ongoing rules and initiatives impacting private market investments.

d) If applicable, describe any experience with advising public sector clients in Alaska on private market investments.

SEC. 5.05 FIRM ORGANIZATION AND RESOURCES (20%)

This portion of the offeror’s proposal will be evaluated against the following questions:

1) A detailed discussion of the firm's ownership, headquarters, branch or affiliate offices and length of time in business.

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2) A detailed discussion of the firm's structure, size and capabilities/quantities available in terms of personnel and resources.

3) Discuss the firm's ability to evaluate the effectiveness of its service and monitor its cumulative costs and fees associated with each matter that may be assigned to the firm.

4) Identify any distinct and substantive qualifications for undertaking the proposed contract, such as the availability of specialized resources, awards and recognition received for similar services or special approaches or concepts relevant to the required services.

5) Describe the firm's proposed organization of responsibilities, work plan, and approach in providing bond and disclosure counsel services on behalf of ARMB.

SEC. 5.06 LEAD ATTORNEY AND KEY PROJECT PERSONNEL (10%)

This portion of the offeror’s proposal will be evaluated against the following questions:

1) Describe the responsibilities of, percentage of time, and the individual who will be the lead attorney (i.e., the attorney who will be working most directly with on ARMB projects and will determine overall responsibility of assignments) and the other attorneys identified in this RFP.

2) Do the individual attorneys assigned to the projects related to this RFP have experience on similar projects? If so, describe in detail that experience.

SEC. 5.07 CONTRACT COST (COST PROPOSAL) (20%)

Overall, a minimum of 20% of the total evaluation points will be assigned to cost. After the procurement officer applies any applicable preferences, the offeror with the lowest total cost will receive the maximum number of points allocated to cost per 2 AAC 12.260(c). The point allocations for cost on the other proposals will be determined using the following formula:

[(Price of Lowest Cost Proposal) x (Maximum Points for Cost)] ÷ (Cost of Each Higher Priced Proposal)

Example (Max Points for Contract Cost = 400):

Step 1 List all proposal prices, adjusted where appropriate by the application of applicable preferences claimed by the offeror.

Offeror #1 $40,000 Offeror #2 $42,750 Offeror #3 $47,500

Step 2

In this example, the RFP allotted 40% of the available 1,000 points to cost. This means that the lowest cost will receive the maximum number of points.

Offeror #1 receives 400 points.

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The reason they receive that amount is because the lowest cost proposal, in this case $40,000, receives the maximum number of points allocated to cost, 400 points.

Offeror #2 receives 374.3 points.

$40,000 lowest cost x 400 maximum points for cost = 16,000,000 ÷ $42,750 cost of Offeror #2’s proposal = 374.3

Offeror #3 receives 336.8 points.

$40,000 lowest cost x 400 maximum points for cost = 16,000,000 ÷ $47,500 cost of Offeror #3’s proposal = 336.8

SEC. 5.08 ALASKA OFFEROR PREFERENCE (10%)

Per 2 AAC 12.260, if an offeror qualifies for the Alaska Bidder Preference, the offeror will receive an Alaska Offeror Preference. The preference will be 10% of the total available points, which will be added to the offeror’s overall evaluation score.

Example:

Step 1

Determine the number of points available to qualifying offerors under this preference:

1000 Total Points Available in RFP x 10% Alaska Offeror preference = 100 Points for the preference

Step 2

Determine which offerors qualify as Alaska bidders and thus, are eligible for the Alaska Offeror preference. For the purpose of this example, presume that all proposals have been completely evaluated based on the evaluation criteria in the RFP. The scores at this point are:

Offeror #1 830 points No Preference 0 points Offeror #2 740 points Alaska Offeror Preference 100 points Offeror #3 800 points Alaska Offeror Preference 100 points

Step 3

Add the applicable Alaska Offeror preference amounts to the offerors’ scores:

Offeror #1 830 points Offeror #2 840 points (740 points + 100 points) Offeror #3 900 points (800 points + 100 points)

Offeror #3 is the highest scoring offeror and would get the award, provided their proposal is responsive and responsible.

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SECTION 6. GENERAL PROCESS AND LEGAL INFORMATION

SEC. 6.01 INFORMAL DEBRIEFING

When the contract is completed, an informal debriefing may be performed at the discretion of the project director or procurement officer. If performed, the scope of the debriefing will be limited to the work performed by the contractor.

SEC. 6.02 ALASKA BUSINESS LICENSE AND OTHER REQUIRED

LICENSES

Prior to the award of a contract, an offeror must hold a valid Alaska business license. However, in order to receive the Alaska Bidder Preference and other related preferences, such as the Alaska Veteran Preference and Alaska Offeror Preference, an offeror must hold a valid Alaska business license prior to the deadline for receipt of proposals. Offerors should contact the Department of Commerce, Community and Economic Development, Division of Corporations, Business, and Professional Licensing, PO Box 110806, Juneau, Alaska 99811-0806 for information on these licenses. Acceptable evidence that the offeror possesses a valid Alaska business license may consist of any one of the following:

• copy of an Alaska…