RFP_questions_responses.pdf

RFP TVA-062016-OGC

July 6, 2016

1. Does the TVA have a need for close out and recovery audits to ensure contract compliance and fulfillment?

These types of services are not requested in connection with this RFP.

2. What types of intellectual property does the TVA have?

TVA is a federal agency and is therefore subject to the limitations of 17 U.S.C.

§ 105. As a result, there is no copyright in TVA’s works. TVA also holds a few trademarks and administers these in-house. Finally, TVA occasionally seeks patent protection for an invention. TVA’s patent work has diminished considerably in recent years.

TVA does from time to time encounter issues involving third party intellectual property rights.

3. Is there an incumbent contractor for legal services?

Yes. TVA has existing contracts with multiple firms.

4. 2.2 References and Representative Cases. The RFP states that offeror shall provide a reference for at least two clients for which it has provided the types of legal services offered. To clarify, should offeror provide two references for each and every type of legal services that we propose – meaning if we submit credentials for litigation; regulatory; nuclear licensing and safety; transactions, etc., each substantive area should have two references OR do you request two references overall from each offeror?

One client can be provided as a reference for multiple types of legal services provided that the client has received the types of services offered to TVA. For example, if you offer litigation and nuclear safety services, four references are required unless a fewer number of references have received both litigation and nuclear services from your firm.

5. 3.1.a.11. Value added activities (e.g. user groups). We fully grasp “value added activities”, but would like to clarify how TVA defines “user groups.” Our assumption is that you reference user groups meaning TVA’s key stakeholders and/or end users. This link provides insights on your three subcategories of customers: https://www.tva.gov/Energy/Our-Customers

Firms are encouraged to offer any types of user groups that they believe could be beneficial to TVA. TVA staff and the staffs of other utilities, rather than its customers, most often are the participants in contractor run/facilitated user groups.

6. Are other firms allowed to come to TVA and ask questions prior to submitting the response.

No. At a later stage in the RFP process (after proposals have been received), TVA may invite certain firms to provide an onsite presentation.

7. Has a contractor performed similar work to this for the government in the past? If available, please provide the incumbent contract number.

TVA utilizes multiple firms for various legal services. Some, but not all, of the services identified in the RFP are presently provided to TVA by outside law firms. As stated in the RFP, TVA intends to utilize firms and individual practitioners for specialized services, to meet emerging needs, and to relieve periodic staff overload.

If you are unable to provide a contract number, is it safe to assume this is a new requirement for the government?

Please see above response.

8. Can you provide clarification on what type of legal services you have in mind for

“procurement”? Does this mean government contracts legal services? Or does it mean engineering, procurement, and construction contract assistance? Or perhaps something else?

The legal services related to procurement could include legal services with regard to any aspect of TVA’s acquisition of goods or services. This could include, but is not limited to, services unique to government procurements.

Note that the RFP also references “construction contracting” and “transactions.” Firms may offer procurement related legal services and/or EPC contract legal services.

9. Could you explain what you mean by the “interface point with TVA” in Section

6.2.a.4.a).5), where you request that law firms describe how the proposed service will be managed?

Please detail to whom and how TVA will communicate with your law firm.

For example: (i) will you have a primary designated contact within your firm for all legal services provided to TVA or multiple contacts based on practice areas, and (ii) do you anticipate scheduled and recurring meetings?

10. For Attachment 2, Proposed Rates and Pricing, you provided a table that lists several different position titles. Can you clarify whether TVA is requesting rates per category of attorney or whether law firms should provide rates for each specific lawyer named in the RFP response?

For attorneys that would play a key role in rendering services, rates should be per attorney. Otherwise, rates should be per category of attorney

11. Can you provide clarification on what type of legal services you have in mind for

“realty”? Does this mean real estate closings, easements, and such? Or are you looking for legal advice regarding transmission siting? Or possibly something else?

Each of these types of services could be offered. However, TVA anticipates that it will continue to handle most of its realty work internally. TVA would most likely seek assistance in the realty area for specialized expertise and opinions about points of property law.

12. Can you explain what type of legal service you have in mind for “strategic advice”?

Without limitation, strategic advice could include advice with regard to the fast-changing utility marketplace.

13. Can you please give us any sense of how much “retirement benefits” work you envision being covered by this RFP, in terms of number or hours worked and/or fees paid?

TVA’s current spend on legal services related to retirement benefits is minimal, however future needs could change.

14. Can you please clarify what you are looking for regarding “retirement benefits?” Does it include the following areas?

a. Qualified plan drafting, submission and compliance work

b. Board/Equity/Executive compensation

c. Transactional

d. Health and welfare including ACA and HIPAA issues

e. Fiduciary work including plan investments

f. Fringe benefit work

g. State and local issues

h. Other --- please specify.

TVA does not anticipate needing legal services in the benefits area for (i) qualified plan drafting, submission, and compliance, (ii) fiduciary work including plan investments, or (iii) transactional work. As a federal agency, it would be unlikely that TVA would require assistance for “state and local issues.” TVA is not subject to ERISA. Further, TVA does not issue stock and therefore does not require counsel for equity compensation matters.

As examples, TVA may require assistance in reviewing non-qualified plans, 409A issues, HIPAA, ACA, and fringe benefit issues.

15. On the Supplier Information Form under Diversity Status, does “Mentoring

Program Participant” refer to any mentoring program or is it a TVA-specific or other specific mentoring program?

Certain federal agencies offer a formal, voluntary mentoring program. If you are a participant in one of these federal agency programs, please indicate as such on the form.

16. With regard to labor and employment, are you also interested in OSHA capabilities?

Yes.

17. On page 7, bullet #5. When you say: “Interface points with TVA.” Are you interested in prior work experience with TVA?

Please see response to question 9 above. Relevant TVA work experience should be described in response to the experience portion of your submittal.

18. Is our submittal privileged and confidential?

Yes.

19. Are there specific areas of IP you are interested in? For example, patent or trademark law?

Please see response to question 2 above.

20. Are you interested in firm level references or references for each legal service described in the submittal? How many references would you like us to provide in total?

Please see response to question 4 above.

21. The RFP at Sections 3.1 (a)(11) and Section 6.2 (a) 3.(a)(5). uses the term “user group” in connection with “value added” activities. Please provide additional information on what is meant by “user group.” We often make available in-house Continuing Legal Education (CLE) programs to clients’ in-house legal staff on a variety of topics/issues, many of which are the subject of TVA’s RFP. Would such CLE programs be considered “value added” benefits similar to “user group” programs?

Please see response to question 5 above. Yes, CLE is considered by TVA to be a value added activity.

22. The RFP seeks outside counsel support on intellectual property matters. Our firm offers a wide range of services and guidance on intellectual property issues. Any additional information regarding the types of intellectual property concerns that are relevant to TVA would help us tailor our response to focus on our IP capabilities that would best fit your needs.

Please see response to question 2 above.

23. The RFP, at Sections 4(a)(10), (11) and (12), requests information on organizational structure of the Firm. Please elaborate on the information that TVA would like to have made available. Is it sufficient to describe the Firm’s legal structure and basic internal operational structure, or is more information desired?

TVA is not seeking every detail of a firm’s organization. However, information regarding a firm’s structure should be detailed enough in order to demonstrate a firm’s capabilities, stability, and strengths.

24. Section 7 (a)(4) requests annual reports including financial statements, including balance sheets, income statements and other financial reports. The Firm, as a private partnership, does not disclose such information, but does make information available to various legal reporting agencies regarding the firm’s revenues and partnership distributions. Is such publicly available information sufficient to fulfill the RFP request?

Your proposal submission is proprietary and confidential under federal law.

A failure to submit requested information could negatively impact your evaluation. TVA may seek additional information at a later stage in the RFP process if your initially submitted financial information is insufficient.

25. Is the TVA amenable to a single submission from two collaborating firms?

Yes.

July 19, 2016

26. If available, would you share your outside general counsel guidelines and outside billing guidelines?

TVA does not have specific guidelines for outside counsel. With regard to billing, TVA’s standard requirements are not significantly different from what large government or corporate entities require. For instance, there are specific rules for travel reimbursements and billings are auditable.

27. On Attachment 3 – “TVA Vendor Information/Electronic Payment Records” – respondents are to provide a completed W-9 form. Do we need to complete the W-9 attached in Attachment 3, or would a previously completed W-9 form by our firm completed in Jan. 2016 be sufficient?

A W-9 form is requested. A recently completed W-9 form is acceptable.

28. On Attachment 3, could you provide definitions for the “Company Classification” options listed under the “Business Classification” section?

Please see response to question 55. The text below the Company Classification table provides definitions. For more information on small business classifications, see 48 C.F.R. Part 19 and https://www.sba.gov/contracting.

29. Could you provide the makeup of the decision making team and let us know to what extent stakeholders outside of the legal team will be involved in the process?

The evaluation team will consist of members of TVA’s legal staff. Other internal TVA employees may be consulted by the evaluation team or be made a part of the evaluation team.

30. Could you share your anticipated work allocation for FY 2017 by percentage for each practice area identified in the RFP?

Work allocations vary year to year and it is difficult for TVA to predict with certainty how much outside counsel work TVA will require in FY 2017. Of this listed categories in the RFP, historically the largest outside counsel expenses have been for litigation and nuclear licensing and safety, and nuclear employee concerns. Assistance on bond financings and SEC disclosure is another significant component of TVA’s legal spend, however that work is not included within the scope of this RFP.

31. Do you have a preference as to how you will structure the panel of firms (i.e. firms to cover all legal service categories, firms assigned to specific legal service categories, etc.)? Are you considering appointing just one firm?

TVA may, but does not expect to, award all legal service categories to one firm.

Though there is not necessarily a preference to do so, more than one category may be awarded to a firm or firms.

32. Would you provide more detail around the evaluation of proposals specifically, the weighting of each evaluation criteria?

TVA does not provide this information.

33. What is TVA’s policy on travel regulations for outside legal counsel?

Additional details regarding travel regulations will be provided to firms that advance to the later stages of the RFP process. Generally, TVA travel regulations place limits on the amounts and types of travel expenses that are reimbursable.

34. What types of reports (if any) do you receive from external law firms? Are there specific types of reports Tennessee Valley Authority would like to receive in the future?

Existing firms provide TVA with updates on emerging legal issues as a part of general communications to their clients, but TVA otherwise does not receive un-solicited reports. Please list the types of reports in your proposal that you feel would be beneficial to TVA.

35. What future initiatives are currently of interest to TVA?

Please refer to the “Legal Services” section of the RFP for the types of legal services that TVA is seeking.

36. Please provide information about technology solutions TVA utilizes for legal services or plans to utilize in the future (i.e. document management systems, extranets, matter management solutions, Legal Process Outsourcing (LPO), etc.).

Do you have any preferences around technology solution providers?

TVA is not seeking information technology in connection with this RFP, but to the extent your firm believes any information technology is relevant to the legal services offered, please discuss this in your proposal.

37. For the financial questions in the RFP, are we locked into the rates we provide to

TVA in this RFP response, or would TVA prefer that we provide other options of financial structures? Are you looking for our general rate structure (i.e.: average rate by title across the firm), or are you looking for a locked rate? If the later, can we fill out the form for each practice area? What are Terms of Engagement?

Please see response to question 10. Alternative rates and rate structures may also be proposed. Locked rates or discounts may be provided as a part of your proposal. A form for each practice area may be submitted. Contract terms and conditions will be provided by TVA in later stages of the RFP process.

38. For question 7.a.3 -- “A description of your firm’s financial strength, such as financial capability to support TVA’s requirements.” Will the summary provided in question 7.a.4 be sufficient in demonstrating our financial strength? Or is additional information needed?

Please provide a general description that may touch on more than just financial capability as well as the information requested in 7.a.4.

39. Regardless of the outcome, would you be open to providing feedback about our response when the RFP process is completed?

If requested, TVA will provide feedback to firms that were not selected.

40. Attachment 1 (Proposal Statement) references “subsection A(2) of the close entitled

‘Lobbying’ found at http://supplier.tva.gove/html/clauses.htm.” Does TVA mean to refer to section b.(2)?

The correct reference is to subsection b.2.

41. Will the TVA-062016-OGC contract include any specific federal procurement requirements, such as an affirmative action plan requirement, that firms would be expected to meet?

No affirmative plan must be submitted in response to this RFP. Certain legally required clauses will be made part of any resultant contract. See the “Other Referenced Clauses” at http://supplier.tva.gov/ReferencedClauses.html for examples. A contract will be provided at a later stage of the RFP process.

42. Are the evaluation criteria equally weighted, listed in order of importance, or neither? If neither, can you indicate how the criteria are weighted?

Please see response to question 32. The criteria are not listed in any particular order of importance.

43. The RFP explains that TVA intends to utilize outside firms for “certain specialized services in targeted areas to address emerging issues and to relieve periodic staff overload” Are the “specialized services in targeted areas” those specialty areas enumerated on p. 2? If there are other services or areas contemplated, can you please provide a list of specialized services and targeted areas? Are there specific specialized services that experience ‘periodic staff overload’? If so, can you identify such specialized services?

The listed categories of legal services are not exclusive but they are reflective of the types of legal services TVA anticipates it may require over the next several years. If your firm offers other services that you believe TVA will be strongly interested in, please propose those legal services in your proposal.

44. Under Section 2.2 of the solicitation, the RFP requests references. Should the offerer exclude references for any individual or company for whom the offeror reasonably believes that a member of the TVA legal team may have represented prior to employment at TVA?

Those references may be included, but should not be used to make up the minimum number of required references.

45. In subsection 3.1.a.5 the RFP listed staffing approach and availability as a criteria for evaluation. In this context, does staffing approach contemplate offeror provided training programs or secondment of outside counsel?

Any training programs would be considered by TVA to be value added activities. TVA does not anticipate requesting secondment services but that may be included as part of your proposal.

46. Please provide additional definition for the terms “value added” and “user groups” as used in subsection to 6.2.a.3.a.5.

Please see responses to questions 5, 21, and 45.

47. Subsection 6.2.a.4 of the RFP asks whether the offeror’s service delivery model would include assigning certain work to other law firms or attorneys not employed by the law firm. Does TVA currently utilize local firms for certain discrete services in specialized areas in a certain jurisdiction (e.g., environmental, state regulatory)?

Yes, on occasion. For example, TVA might retain local bankruptcy counsel for a proceeding in a case outside of the TVA territory or a firm with state law expertise that is necessary for a certain transaction.

48. Please provide additional definition for the term “interface points” as used in subsection 6.2.a.4.a.5.

Please see response to question 9.

49. In subsections 3.1.a.6 and 3.1.a.8, the RFP requests information relating to staffing/legal team “diversity”. We understand the latter section to refer to the ability to put together a client service team from the perspective of race, ethnicity, sexual orientation, gender, age and so forth. Is subsection 3.1.a.6 focusing on “depth of bench” diversity (senior partners, junior partners, associates, paralegals)? If not, in what sense is “diversity” being accessed in this particular evaluation factor?

TVA will evaluate proposals based on the diversity of the team offered to provide services to TVA as well as the “depth of bench” diversity as indicated in your questions.

50. Do you have a dedicated Law Dept. staff that focuses on procurement/major capital improvement projects?

51. Is the length of the contract engagement/panel 3 years? If so, are you expecting billing rates to remain the same or incremental rate increases during the engagement?

The term of any resultant contract will be determined at a later stage of the

RFP process. A commitment to lock in rates for a certain period or time may be offered to enhance the competitiveness of your proposal, but is not a pre-requisite for consideration.

52. Can you identify the dollar value and types of major construction/major capital improvement projects scheduled over the next 3 years (do you have any outages or major upgrades scheduled)?

Currently, in-house counsel provides legal services in connection with major construction/improvement projects. TVA would like to have the option to quickly access outside legal services in this area as needed. As a large utility, TVA has and will continue to have outages at its plants each year.

Construction for the next several years is most likely to occur in connection with coal ash management, storage, and monitoring as well as dam safety/improvements.

53. On major construction/capital improvement projects, how often have you met your schedule and budget?

Specific details will not be provided. Due to the large number and varying complexities of projects, TVA’s results on meeting schedule and budget are mixed and TVA is continually seeking ways to improve in this area.

54. When you have a disagreement with contractors/subcontractors on major construction/capital improvement projects, how are those disagreements typically resolved?

Through negotiation outside of court or through non-binding alternative dispute resolution processes.

55. We are a limited liability partnership, formed under the laws of the State of Illinois, but there are no boxes for that under business classification in Attachment 3- Supplier Information. What company classification should we choose? Should we include this information under the section “Are you incorporated?”

Please see response to question 28. The Business Classification table is not asking whether your firm is a corporation, partnership, etc. That information is provided as part of the W-9 on page 2. If the classifications in the Business Classification table do not seem to apply, your firm is probably a “Large Business” and that box should be checked.

56. In the RFP, TVA indicates that it will entertain proposals for legal services that could include “transactions” in addition to “procurement” and “construction contracting.” Can you please elaborate on the type of “transactions” for which you are seeking counsel? Would this cover securities offerings, acquisitions or joint ventures?

Please see response to question 8. This could cover, for example, acquisitions and the sale of personal property or new types of transactions resulting from rapid changes in the utility industry. It does not include securities offerings, financing, or joint ventures.

57. Under evaluation criteria, 3.1.a. 6. – Staffing Diversity – does this refer to identity diversity (gender, ethnicity, etc.) or diversity in types of staff who will provide TVA legal services (partner, associate, paralegal, etc.)?

Please see response to question 49.

58. Under submittal requirements, 4.a.5. Interface points with TVA. Does this refer to existing relationships that we have? Or points of contact from our firm would work most closely with TVA on the various matters included in the RFP?

Please see response to question 9. Existing relationships should be listed to the extent your firm expects that to be a continued contact that TVA can utilize for your firm.

59. Please provide more detail on the types of transactions to be covered in TVA’s scope of work, especially as it relates to real estate versus more general business/commercial contracts/agreements.

Please see responses to questions 8 and 56. Transactions as used in the RFP is intended to cover the more general business/commercial contracts/agreements and “realty” was intended to cover real estate matters.

60. Does TVA include securities work in the “transactions” category?

Please see response to questions 30 and 56.

61. Do you intend to increase your trademark portfolio? How do you typically allocate this work between your in-house legal team and external law firms?

TVA does not intend to increase its trademark portfolio. Please see response to question 2.

62. Do you have an active R&D department?

TVA does conduct some R&D but it is limited. TVA participates in various utility related groups that provide TVA with R&D (e.g. EPRI).

63. Do you want to protect future technology or do you simply want us to conduct due diligence and freedom to operate issues?

Development of new marketable technology by TVA staff is not currently a core focus for TVA. TVA is focused on the continued operation of its power system at the lowest possible cost.

64. Any TVA-furnished resources that you would request in connection with your work.

– Could you please provide an example of the types of resources you are referring to?

TVA understands that for outside counsel to provide legal services, TVA must provide reasonable assistance and information. Your proposal should address whether there are any needs outside of what would normally be required. For example, could your firm potentially require any dedicated TVA staff support, office space, or interconnections with TVA’s information systems?

65. With regard to references, can we disclose to them that the RFP was issues by TVA?