TVA_Legal_Services_RFP_6-24-2016.pdf

TVA Solicitation Number TVA-062016-OGC Page 1

Request for Proposals

For: Legal Services

TVA Solicitation Number TVA-062016-OGC

TVA Solicitation Number TVA-062016-OGC Page 2

Solicitation TVA-062016-OGC June 17, 2016 To: Prospective Offerors

The Tennessee Valley Authority (TVA) is providing this Request for Proposal (RFP) to solicit proposals for the supply of outside legal services to meet TVA’s broad range of legal needs on an “as needed/if needed” basis.

TVA Background TVA is the nation’s largest public power provider and is a wholly owned government corporation. TVA was created by the Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee, to foster the social and economic well being of the residents of the Tennessee Valley area through the proper use and preservation of the region’s resources. Congress directed TVA to, among other things, provide for the national defense, improve navigation on the Tennessee River system, and control flooding. As part of TVA’s regional resource mission, TVA provides electricity to more than nine million people in parts of seven States. TVA generates electricity from a variety of energy resources including nuclear energy, fossil (coal and gas), and hydroelectric dams.

More information on TVA is available at https://www.tva.gov/ and in TVA’s annual report on Form 10-K, available at http://www.snl.com/IRW/FinancialDocs/4063363.

Legal Services TVA is seeking legal services support on an as-needed, if-needed basis. TVA encourages the submission of proposals from law firms and individual practitioners. References in this RFP to a “firm” is inclusive of individual practitioners.

After evaluation of proposals, TVA anticipates executing a “blanket” contract with the successful offeror(s) for one or more types of legal services that may include, but will not necessarily be limited to, the following: litigation (contract, environmental, tort, employment, and condemnation), antitrust, regulatory compliance before the EPA, FERC, NRC, and relevant state regulatory bodies (environmental, fossil, hydro, nuclear, transmission, realty), employment and labor relations, nuclear licensing and safety, nuclear employee concerns, transactions, intellectual property, retirement benefits, procurement, construction contracting, and strategic advice. Offerors may submit proposals to fulfill one or more of these functional areas. With regard to transactions, regulatory compliance, and strategic advice, TVA may in particular seek services in connection with emergent issues in the fast-changing electric utility marketplace.

TVA’s practice has been to perform nearly all of its legal services in-house. TVA expects to continue to perform a substantial majority of its legal services with in-house staff. However, TVA intends to utilize outside firms and individual practitioners for certain specialized services in targeted areas to address emerging issues and to relieve periodic staff overload.

TVA’s spend for outside legal services naturally varies from year to year. Therefore, TVA is not able to predict with certainty what its future outside legal services expenditures will be. TVA’s fiscal year 2017 budget for outside legal services is approximately $1 million.

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Solicitation Schedule:

Issue RFP June 17, 2016 Last date to submit questions July 15, 2016 Proposals Due July 22, 2016 by 5:00 p.m. Eastern Time Interviews (if any) TBD Award Date(s) (if any) TBD

Offerors are responsible for submitting proposals, as well as any modifications or withdrawals, by the Proposal Due date and time set forth above. Any proposal or modification received by TVA after the Proposal Due date and time set forth above is “late” and TVA reserves the right not to consider such proposal or modification.

Submission of Proposals Proposals shall be submitted electronically to Jarom Smartt at jtsmartt@tva.gov. The subject line should include the following: Proposal In Response To Legal Services RFP.

Required Signature: The proposal must be signed by an authorized official of the offeror. The proposal must include the name and title of a person authorized to negotiate on behalf of the offeror.

Further details and requirements regarding this solicitation, and proposals submitted in response to it, are attached. Thank you for your interest in working with TVA.

Sincerely, Jarom Smartt Senior Attorney, TVA jtsmartt@tva.gov 423-751-6041

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This solicitation is subject to the following terms and conditions:

1. Award and Negotiation

1.1 Award

a. Any award resulting from this solicitation will be made to the offeror(s) whose proposal is determined to be most advantageous to TVA.

b. TVA may make an award based on initial offers, and without discussion, or after limited discussions or negotiations. It is therefore emphasized that all proposals should be submitted with the most favorable terms to TVA that offerors can provide.

c. TVA reserves the right to make multiple or no awards and to award all or only a portion of the workscope described forth in this solicitation.

1.2 Informalities

a. TVA reserves the right to waive informalities and minor irregularities in proposals received.

1.3 Separate negotiations

a. TVA reserves the right to negotiate separately with any offeror.

1.4 Reject proposals and cancel solicitation

a. TVA reserves the right to reject any or all proposals received as a result of this solicitation and to cancel this solicitation at any time.

2. Minimum Qualification Requirements

2.1 Minimum qualification. Consideration will be given only to those proposals that, in TVA’s sole judgment, demonstrate that offeror has at least five years of experience performing each of the types of legal services offered in its proposal.

2.2 References and Representative Cases

a. Offeror shall provide a reference for at least two clients for which it has provided the types of legal services offered. A reference shall include the following:

1. Company/organization name;

2. Contact’s name, contact’s title, role of contact while work was being performed, contact’s current phone number;

3. Date of start of work, date of completion of work; and

4. General description of legal services provided.

b. Offeror shall provide a list of representative cases or transactions demonstrating its experience for the legal services offered.

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3. Evaluation Criteria

3.1 Evaluation Factors

a. Evaluation criteria to be considered by TVA in determining which proposal is most advantageous to TVA will include, but not be limited to:

1. Fee structure, fees, rates, and cost

2. Past performance

3. Experience, including, as applicable, experience representing electric utilities

4. Expertise

5. Staffing approach and availability

6. Staffing diversity

7. Limited or no conflicts

8. Ability to utilize a diverse workforce in providing legal services to TVA

9. Geographic proximity to the TVA service territory and to TVA’s corporate offices in Knoxville, Tennessee and Chattanooga, Tennessee

10. Technological capabilities, including methods and means to interface with TVA

11. Value added activities (e.g. user groups)

12. Compliance with RFP requirements

13. Billing methods and procedures

14. Efficiency

15. Ability and willingness to reduce costs by sharing workload with in-house counsel

16. Agreement to TVA’s terms and conditions

4. Evaluation of Proposals

4.1 Acceptable Proposals. Proposals must contain the information requested in this solicitation and shall be in sufficient form and detail to enable a comprehensive understanding and analysis. Prior to evaluation, TVA may review proposals to determine compliance with the solicitation. Failure to comply the requirements of this solicitation may cause a proposal to be rejected without further consideration.

4.2 Evaluation Process, Interviews, and Contract

a. TVA may, in its discretion, request clarifications or conduct interviews with any offeror.

b. TVA may conduct its evaluation in multiple rounds or stages. TVA intends to provide a draft contract to offeror(s) that advance past the initial RFP stage(s) for review and potential negotiation. Failure of an offeror to agree to TVA’s terms and conditions may negatively impact an offeror’s evaluation score/rating.

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5. Questions

5.1 Inquiries, information, or questions

a. Inquiries or questions concerning this solicitation are to be submitted in writing and only to Jarom Smartt at jtsmartt@tva.gov. Any information furnished to an offeror concerning this solicitation will be furnished promptly to all other offerors if that information is necessary or if the lack of the information would be materially prejudicial to any other offeror. Any oral explanations or instructions given by TVA will not be binding.

b. Upon receipt of this solicitation, offerors are not to contact any other TVA personnel other than Jarom Smartt for information, questions, explanation, or detail.

6. Submittal Requirements

6.1 Format and Style of Proposal. The proposal should not be unnecessarily voluminous and elaborate. Proposals should be clear and succinct and use the organization and format as set forth in this solicitation.

6.2 Organization of Proposal and Information Required

a. The proposal should be organized into the following sections:

1. Introduction

a) Identification of the individual(s) authorized to conduct negotiations on behalf of the offeror (include individual’s name, address, phone number, and email).

2. Legal Services Offered

a) This section should describe the specific types of legal services offered.

3. Experience and References

a) This section should include the following information:

1) Relevant experience.

2) Brief history of your firm.

3) List of representative cases and transactions.

4) List of electric utilities that your law firm has represented in the last five years, if any, including the time period of representation and the nature of work performed.

5) Any value added activities performed by the firm (e.g. user groups).

6) Client references (including client contact information).

4. Staffing, Organization, and Resources

a) Offeror shall describe in detail how the proposed services will be managed and what resources will be provided. Information should include, but not be limited to:

1) Discussion of the staff's qualifications and experience.

2) Description of anticipated staff availability for the next three years.

3) Description of staff diversity available to support TVA as well as overall firm’s diversity makeup.

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4) Description of staffing resources available within or in proximity to the TVA service territory and TVA’s corporate offices in Knoxville, Tennessee and Chattanooga, Tennessee.

5) Interface points with TVA.

6) List of the office locations and the number of staff located in each office.

7) Description of the staff and resources, including paralegals and legal assistants, available to work on TVA matters.

8) Description of the methodology used to determine which staff will be assigned to provide legal services to TVA.

9) Description of how your firm would reduce costs by sharing workload with TVA’s in-house counsel. Provide examples of how your firm has accomplished this goal with other clients.

10) Ownership structure, including any affiliated companies or joint ventures.

11) Organization charts including resumes of key individuals.

12) Description of any significant changes in ownership or restructuring your firm has experienced in the last three years. Describe any anticipated significant changes or restructuring in the next three years.

13) A statement regarding whether your firm will handle all relevant legal services.

offered or whether you intend to assign certain work to other law firms or attorneys not employed by your law firm.

14) Description of your firm’s technological capabilities, including methods and means to interface with TVA.

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

16) Any other information relevant to the evaluation factors mentioned in Section 3.1 that is not otherwise addressed in other sections of your proposal.

5. Conflicts

a) Describe your firm’s existing systems for identifying conflicts of interest in undertaking new representations.

6. Integrity and Claims

a) Provide a short description or statement regarding whether, during the last three years, your firm, or a partner or attorney in your firm, has been involved in litigation or other legal proceedings relating to the furnishing of legal services. If applicable, provide the current status or disposition.

b) Provide a short description or statement regarding any malpractice claims against your firm or any attorney in your firm within the last three years and the status of the outcome of each claim.

c) Provide a list of ethics complaints made against your firm or any attorney in your firm within the last three years and the status or disposition of each complaint.

d) Provide a short description of any litigation that, in the firm’s good-faith best judgment, might have an adverse impact on its ability to perform services on TVA’s behalf.

7. Commercial

a) This section of the firm’s proposal shall include the following information:

1) Completed attachments

i) Attachment 1- Proposal Statement

ii) Attachment 2- Proposed Rates and Pricing

iii) Attachment 3- Supplier Information

iv) Attachment 4- Mandatory Minimum Qualification

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2) Alternative or creative fee arrangements offered, if any

3) A description of your firm’s financial strength, such as financial capability to support TVA’s requirements.

4) Audited (if available), annual reports including financial statements (current balance sheet, income statement, and other financial statements and reports needed to fully explain financial position) for the last three years.

5) If the firm is a joint venture, partnership, wholly-owned subsidiary, or consortium, your proposal shall describe the financial structure and inter-organizational arrangements relating to the proposal and provide financial information requested above for each company.

b) Insurance

1) Provide evidence of ability to provide at least $1,000,000 of professional liability insurance for each attorney who may provide services to TVA.

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Attachment 1

Proposal Statement

Offeror hereby, in writing, acknowledges, to the best of its ability and knowledge, the following:

1. All cost and pricing data submitted to TVA in connection with the RFP are accurate, complete and current.

2. TVA assumes no liability to pay offeror any direct, indirect, or other costs incurred associated with offeror’s response to this solicitation.

Offeror hereby makes the certification set forth in subsection A(2) of the clause entitled “Lobbying” found at http://supplier.tva.gov/html/clauses.htm.

Company (Offeror)

Signature of Authorized Representative

Printed Name

Title

Date

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Attachment 2

Proposed Rates and Pricing

Position Years in Practice Standard Rate Percent (%) Discount

Proposed Rate

Senior Partner Partner Senior Associate Associate Paraprofessional Other (please specify)

Fees/Charges* Standard Percent (%) Discount Proposed Fee/Charge

*Note: TVA payment of travel expenses will be in accordance with TVA’s travel regulations, which will be provided as part of a draft contract to be furnished by TVA at a later stage in the RFP process.

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Attachment 3

Supplier Information

Please complete the first two pages of the following form and include it with your proposal.

17300.docx

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Attachment 4

Mandatory Minimum Qualification

Consideration will be given only to those proposals that, in TVA’s sole judgment, meet the minimum qualification listed below.

Does your firm have at least five years of experience performing each of the types of legal services offered?

ANSWER:____________________________________________________________________