REQUEST FOR PROPOSALS
PROFESSIONAL LEGAL SERVICES CONTRACTS: BOND COUNSEL
PURPOSE OF REQUEST
The Village of Ovid (Village) is requesting proposals (RFP) from Red Book qualified individuals and firms to serve as bond counsel for the Village. If selected, a retainer agreement will be requested at a compensation rate agreed upon.
The Village of Ovid seeks bond counsel to assist with bonding the following public works project(s): New York State Department of Health (“NYS DOH”) Drinking Water State Revolving Fund: Treatment, Storage And Distribution System Upgrades.
The total amount to be borrowed to be determined upon consultation with bond counsel, the Village’s Engineering Firm(s) and Consultants.
BACKGROUND
The Village of Ovid is located in Seneca County, New York, United States. The population was 602 at the 2010 census. According to the United States Census Bureau, the Village has a total area of 0.4 square miles (1.1 km2), none of which is covered with water. The Village is in the Finger Lakes District, lying between Cayuga Lake and Seneca Lake. New York State Route 96, New York State Route 96A, and New York State Route 414, along with County Road 139, converge at the Village. The Village of Ovid is within the Town of Ovid, but a small portion is in the Town of Romulus. As of the census of 2010, there were 602 people, 251 households, and 145 families residing in the Village. The average household size was 2.37 and the average family size was 3.02. The median income for a household in the Village was $43,750, and the median income for a family was $42,955.
The Village of Ovid owns and operates community water system NY4901195, which currently
has an average daily demand of 81,300 gallons per day (gpd). The primary water source for the Village is Seneca Lake, which has experienced an increase in Harmful Algal Blooms (HABs). In recent years, including sightings near the raw water intake. In the event of a HAB affecting the raw water, the Village lacks an alternative potable water supply. While the Village has two shallow dug wells on East Seneca Street as an emergency water source, they are not suitable for potable water due to their classification as Groundwater Under the Direct Influence of Surface Water (GWUDI) and the absence of adequate water treatment. Furthermore, these wells have elevated levels of Nitrates, occasionally exceeding Maximum Contaminant Levels (MCL). The Village also faces challenges in maintaining acceptable concentrations of Total Trihalomethanes (TTHMs) in the water storage tank. To mitigate this issue, the current practice involves dumping finished water in an attempt to freshen the storage tank. The Village has had frequent water main breaks and has approximately 2,430 linear feet of 4” CIP water mains on Main and West Seneca Streets that should be replaced due to poor condition.
In December, 2023, the Village was notified that: The New York State Department of Health (DOH) had completed an evaluation for a Federal Fiscal Year (FFY) 2023 Bipartisan Infrastructure Law General Supplemental (BIL-GS) funding through the Drinking Water State Revolving Fund (DWSRF) for the period referenced above. DWSRF Project No. 19571. “Treatment, Storage and Distribution System Upgrades” is eligible for a BIL-GS grant award of up to $3,106,717.00 and BIL-GS interest-free financing of $1,331,450.00. Any remaining eligible projects costs will be
eligible for financing through the DWSRF base program. This funding determination is based on the criteria as descried in the Federal Fiscal Year 2024 DWSRF Intended Use Plan (IUP). This funding award remains in effect through September 30, 2025, by which time a Project Finance Agreement (PFA) must be executed with the New York State Environmental Facilities Corporation (EFC).
PERIOD OF SERVICES
From retention through one year from bond issuance. The contract shall include an option exercisable by the Village for bond counsel services for the two subsequent years. The Village reserves the right to terminate the agreement at any time through the initial term (or thereafter) with appropriate notice to the firm.
SCOPE OF SERVICES
The firm selected will be required to perform all services and duties customarily and usually performed by bond counsel preliminary to and accompanying the rendering of an approving opinion as to the legality and tax-exempt status of the debt instruments. Such services may include, but are not necessarily limited to, the following:
1) Consultation and determination, with Village officials, the Village’s Engineering Firm(s), Municipal Advisor and Consultants, as to the total amount to be borrowed. Advising as to procedures, required approvals and filings, schedule of events for timely issuance, potential cost-saving techniques and other legal matters relative to issuance of the bonds or other debt instruments, whether the financing is undertaken by competitive bid or negotiated sales. Provide legal advice and consultation relating to tax matters associated with public financing. Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation.
2) Provide legal opinions with respect to the authorization and issuance of debt obligations and whether the interest paid is tax-exempt under Federal and/or State laws and regulations. Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes.
3) Advise Village Mayor, Village Board and Village Attorney on contracts, land use issues, regulatory issues, and special district formation related to financing a purpose.
4) Advise Village Mayor, Village Board and Village Attorney on SEC Rule 15c2-12 material events filings.
5) Assist with arbitrage and rebate calculations, if any, required under the internal Revenue Code.
6) If sale is by competitive bid, assist in preparation of the bid documents, notice of sale, and any other documentation or action necessary to conduct a sale of the bonds in that manner.
7) Advice concerning and review of compliance with the State Environmental Quality Review Act, as applicable.
8) Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents.
9) The drafting and/or review of the summary form of the Legal Notice of Estoppel to be published in connection with the adoption of the bond resolution or resolutions.
10) Advice concerning and drafting/review of documents required in the process for the application to the State Comptroller.
11) The drafting and review of the General Certificate necessary in connection with the note and/or bond sale.
12) The review of the Official Statement in connection with the sale of notes and/or bonds.
13) The drafting of the Certificate approving the note and/or bond form, to be executed by the chief fiscal officer pursuant to the aforesaid resolution.
14) The drafting or review of the note form and/or bond form itself.
15) The drafting of the notes and/or bonds to be executed and sent to Depository Trust Company.
16) The drafting and review of Arbitrage Certificates with respect to notes and/or bonds.
17) The drafting and review of a Closing Certificate with respect to the notes and/or bonds, which document acts as a guarantee of signatures, a receipt for the purchase price of the bonds, and a no litigation certificate.
18) The drafting and review of a certificate designating the refunding bonds as “qualified tax-exempt obligations” pursuant to the Internal Revenue Code of 1986, if applicable (together with advice on financing restrictions to avoid arbitrage rebate liability).
19) The drafting and review of a Certificate as to Official Statement, constituting an update of the Official Statement from the date of sale to the date of delivery of the notes and/or bonds with respect to materiality of disclosure.
20) The drafting and review of a Certificate as to Continuing Disclosure for notes and/or bonds.
21) Preparation and filing of Internal Revenue Service Information Forms 8038-G.
22) The review of any insurance documents if the note and/or bond issue is insured.
23) The drafting, review and delivery of our final approving opinion with respect to the bonds and/or bonds.
24) Attendance at the delivery of the notes and/or bonds, as might be required.
25) Perform due diligence regarding the Village and the financing.
26) Counsel will have a close working relationship with the Village Attorney’s Office as well as the Village’s Officials, Engineering Firms and Consultants.
PROPOSAL REQUIREMENTS
In order for a proposal to be considered, said proposal must be clear, concise, complete, well organized and demonstrate both respondent’s qualifications, and its ability to follow
Instructions. The quality of answers, not length of responses or visual exhibits is important in the proposal. The proposal shall be organized in the format listed below.
1. Briefly describe the firm's practice in public finance and related areas of law, particularly with regards to municipal financing in New York, and give a brief history of the firm.
2. Describe your firm’s capabilities and experience with municipal bond related tax matters. If your firm does not have in-house municipal bond related tax expertise, describe how you would help the Village receive municipal bond related tax advice.
3. Describe your firm’s experience with and approach to applicable federal securities laws and regulations.
4. Describe your firm’s practice areas other than municipal finance, if any.
5. Describe the knowledge and experience of the attorneys that would be assigned to the Village’s transaction(s), particularly the individual(s) who would be the Village’s primary day-to-day contact(s).
6. Describe your firm’s and assigned personnel’s ability to evaluate legal issues, prepare documents, and complete other tasks of a bond transaction in a timely manner.
7. Identify and briefly describe comparable financings in which the firm has served as bond counsel or other counsel during the past five (5) years. If you have noted unique, complex, or challenging issues in connection with the proposed financing, indicate how
the experience and expertise of your firm will be utilized to complete the necessary legal work.
8. Name five (5) municipal issuers represented by the firm, describe the nature of the representation, and for each issuer list the e-mail address, telephone number, and title of an official who may be contacted as a reference.
9. Provide a case study that demonstrates your firm’s ability to problem-solve on behalf of an issuer.
10. Describe your firm’s proposed compensation.
11. Describe any existing or potential conflict of interest arising from your relationships with or representation of other parties that should be considered as a factor in determining your objectivity, and provide to the Issuer sufficient facts, legal
implications, and possible effects in order for the Issuer to appreciate the significance of each potential conflict and grant an appropriate waiver, if necessary.
12. Describe and state the conclusion reached of any disciplinary action, administrative proceeding, malpractice claim or other like proceedings against your firm or any of its lawyers, whether current or pending, as well as any such action, proceeding or claim occurring during the past five (5) years.
13. Describe the level of malpractice insurance carried by your firm, including the deductible amount, to cover errors and omissions, improper judgments, or negligence.
14. Provide your firm’s proposed bond counsel contract.
EVALUATION CRITERIA
Firms submitting a proposal are advised that all proposals will be evaluated to determine the firm deemed most qualified to meet the needs of the Village. The evaluation criteria will include, but not be limited to, the items listed below:
1. Demonstrated understanding and responsiveness to the Request for Proposal.
2. Experience and expertise of firm and personnel named in the proposal.
3. Past experience with providing bond counsel services to new municipal entities.
4. Satisfaction of previous clients.
5. Fees.
During the evaluation process, the Village reserves the right, where it may serve the
Village’s best interest, to request additional information or clarifications from proposers, or to allow corrections of errors or omissions. The Village of Ovid will not be liable for any costs incurred by firms associated with the development or delivery of proposals.
SUBMISSION REQUIREMENTS
Proposals are due no later than 12:00 p.m. on the 17th day of April, 2024.
Interested parties will submit (7) seven hard copies and (1) one email copy as follows:
Mail/courier/other delivery: Village Clerk-Treasurer, Village of Ovid, PO Box 338, Ovid Firehouse, 2136 Brown St., Ovid, NY 14521, Email: OVIDNY@ottcmail.com
Each mailed or delivered package must be delivered in a sealed envelope that is clearly marked: LEGAL SERVICE PROPOSAL – BOND COUNSEL.
Each emailed copy shall contain as its subject line “LEGAL SERVICE PROPOSAL – BOND COUNSEL.”
Each proposer’s proposal must be received by the Village by the stated due date. The Village is not responsible for any internal or external delivery delays that may cause the proposer’s package to arrive beyond the deadline. It is the Proposer’s sole responsibility to ensure that their proposal is received prior to the scheduled closing time for receipt of proposals. No corrected or resubmitted proposals will be accepted after the deadline. To be considered, a proposal package AND email MUST arrive in the place specified herein and be time-stamped prior to the deadline.
INTERVIEWS
Those firms considered most qualified to provide the desired services based on an evaluation of the written proposals may be invited for an interview in the sole discretion of the Village Board.
AWARD OF CONTRACT
Bond Counsel selection: No later than April 22, 2024.
The successful proposer will be notified promptly by letter and must be prepared to enter
into a contract to furnish the materials or services.
This request does not commit the Village to award a contract or pay any costs incurred in the preparation of a proposal responsive to this request. The Village reserves the right to accept all or part of any proposal or to cancel in part or in its entirety the request for proposal.
The Village of Ovid reserves the right to waive any technical or formal defect in the proposals which is considered by the Village Board to be merely irregular, immaterial, or unsubstantial.