HomeMy WebLinkAbout197-23 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 197-23
File Number: 2023-1008
KUTAK ROCK, LLP (CONTRACT EXTENSION):
A RESOLUTION TO APPROVE A CONTRACT WITH KUTAK ROCK, LLP PURSUANT TO RFQ 18-14 FOR
BOND COUNSEL SERVICES AS NEEDED THROUGH DECEMBER 31, 2024
WHEREAS, Kutak Rock, LLP has provided excellent bond counsel services for various bonds issued by the City of
Fayetteville for the last several years; and
WHEREAS, a City selection committee reviewed applications from three potential bond counsel firms prior to
selecting Kutak Rock, LLP as bond counsel subject to City Council approval.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of Kutak Rock,
LLP as the City's Bond Counsel pursuant to RFQ 18-14 and authorizes Mayor Jordan to sign a contract with Kutak
Rock, LLP to serve as the City's Bond Counsel through December 31, 2024.
PASSED and APPROVED on September 5, 2023
Attest:
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CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF SEPTEMBER 5, 2023
TO:
Mayor Jordan and City Council
THRU:
Paul Becker, Chief Financial Officer
FROM:
Kristin Cavette, Acct Mgr- Payroll and Pension
DATE:
SUBJECT:
Bond Counsel Legal Services
CITY COUNCIL MEMO
2023-1008
RECOMMENDATION:
Approval of a one-year contract extension with Kutak Rock, LLP to provide outside legal services for the City
during the bond issuance process.
BACKGROUND:
The City occasionally issues bonds to provide funding for City Council approved projects and there is a need
for outside legal services in connection with the bond issuance process. The City selected Kutak Rock, LLP
through the RFQ process in 2018 for a five-year contract set to expire this year, 2023. Currently, the City has
a voter approved sales tax bond issue which has three phases. Two phases of the bonds have been issued
with the last phase anticipated to be issued in 2024.
DISCUSSION:
Staff recommends extending the bond counsel contract with Kutak Rock, LLP through 2024.
BUDGET/STAFF IMPACT:
The cost of this service is payable from the proceeds of the successful sale of the City's bonds.
ATTACHMENTS: 2023-1008 SRF, Amendment - Res 237-18 Kutak Rock, LLP contract, 237-18 RFQ 18-14
Kutak Rock, LLP
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
== City of Fayetteville, Arkansas
y 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
- Legislation Text
File #: 2023-1008
Bond Counsel Legal Services
A RESOLUTION TO APPROVE A CONTRACT WITH KUTAK ROCK, LLP PURSUANT TO RFQ
18-14 FOR BOND COUNSEL SERVICES AS NEEDED THROUGH DECEMBER 31, 2024
WHEREAS, Kutak Rock, LLP has provided excellent bond counsel services for various bonds issued
by the City of Fayetteville for the last several years; and
WHEREAS, a City selection committee reviewed applications from three potential bond counsel firms
prior to selecting Kutak Rock, LLP as bond counsel subject to City Council approval.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of
Kutak Rock, LLP as the City's Bond Counsel pursuant to RFQ 18-14 and authorizes Mayor Jordan to
sign a contract with Kutak Rock, LLP to serve as the City's Bond Counsel through December 31, 2024.
Page 1
Paul A. Becker
Submitted By
City of Fayetteville Staff Review Form
2023-1008
Item ID
9/5/2023
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
8/10/2023 CHIEF FINANCIAL OFFICER (110)
Submitted Date Division / Department
Action Recommendation:
Approval of a one-year contract extenion with Kutak Rock, LLP to provide bond counsel services for the City during
the bond process.
Account Number
Project Number
Budgeted Item? No
Budget Impact:
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Does item have a direct cost? No Item Cost
Is a Budget Adjustment attached? No Budget Adjustment
Fund
Project Title
$
Remaining Budget
V20221130
Purchase Order Number: N/A Previous Ordinance or Resolution # 237-18
Change Order Number: N/A
Original Contract Number: N/A
Comments:
Approval Date:
11/20/2018
City of Fayetteville
Contract Amendment #1
Bond Counsel Services — Resolution 237-18
This contract amendment executed this 5-- day of �r, 2023, between the City of Fayetteville,
Arkansas, and Kutak Rock. LLP in consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Approval to extend the current contract with Kutak Rock, LLP, through RFQ 18-14, to continue to provide
bond counsel services for the City during the bond issuance process through December 31, 2024.
WITNESS OUR HANDS THIS 5 DAY OF }ember 2023.
KUTAK ROCK, LLP
Go rdorx M. \q % \bourn � ,r
Printed Contractor Name & Title
ATTEST (Signature)
Company 2
Business Address
Address
cz;�-jo\ #\%C • j -SA-C Zoo O
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City, State & Zip Code
Date Signed:y 24—
City of Fayetteville, AR
Amendment #1: Resolution 237-18
Page 1 of 1
ATTEST: (Signature)
Kara Paxton, City Clerk, Treasurer
Date Signed: V I Lt 02,623
113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
Resolution: 237-18
File Number: 2018-0630
RFQ 18-14 KUTAK ROCK, LLP:
A RESOLUTION TO APPROVE A CONTRACT WITH K U T A K R O C K, L L P P U R S U A N T
TO RFQ 18-14FORBOND COUNSEL SERVICES AS NEEDED THROUGH DECEMBER
31, 2023
WHEREAS, Kutak Rock, LLP has provided excellent bond counsel services for various
b o n d s issued by the City of Fayetteville for the last several years; and
WHEREAS, a City selection committee reviewed applications from three potential bond counsel firms
prior to selecting Kutak Rock, LLP as bond counsel subject to City Council approval.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of
Kutak Rock, LLP as the City's Bond Counsel, pursuant to RFQ 18-14, and authorizes Mayor Jordan
to sign the contract with Kutak Rock, LLP to serve as the City's Bond Counsel through December 31,
2023.
PASSED and APPROVED on 11/20/2018
ATTEST:
III fill/,
SONDRA E. SMITH, City Clerk Treasu rlp,'- Y F;9SGi,�
_O; FAYETTEVILL E
Page 1 � , .
�, City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
f( (479) 575-8323
Text File
" File Number: 2018-0630
Agenda Date: 11/20/2018 Version: 1 Status: Agenda Ready
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 8
RFQ 18-14 KUTAK ROCK, LLP:
A RESOLUTION TO APPROVE A CONTRACT WITH KUTAK ROCK, LLP PURSUANT TO RFQ
18-14 FOR BOND COUNSEL SERVICES AS NEEDED THROUGH DECEMBER 31, 2023
WHEREAS, Kutak Rock, LLP has provided excellent bond counsel services for various bonds issued by the
City of Fayetteville for the last several years; and
WHEREAS, a City selection committee reviewed applications from three potential bond counsel firms prior to
selecting Kutak Rock, LLP as bond counsel subject to City Council approval.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of Kutak
Rock, LLP as the City's Bond Counsel, pursuant to RFQ 18-14, and authorizes Mayor Jordan to sign the
contract with Kutak Rock, LLP to serve as the City's Bond Counsel through December 31, 2023.
City of Fayetteville, Arkansas Page 1 Printed on 1112012018
City of Fayetteville Staff Review Form
2018-0630
Legistar File ID
11/20/2018
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
Andrea Foren 11/2/2018 PURCHASING (160)
Submitted By Submitted Date Division / Department
Action Recommendation:
Approval of a five-year contract with Kutak Rock, LLP, through RFQ 18-14, to provide bond counsel services for the
City during the bond issuance process through December 31, 2023.
Budget Impact:
Account Number Fund
Project Number Project Title
Budgeted Item? Yes Current Budget $
Funds Obligated $
Current Balance $
Does item have a cost? Yes Item Cost
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget $ -
V20180321
Purchase Order Number: N/A Previous Ordinance or Resolution # 04-14
Change Order Number: N/A Approval Date:
Original Contract Number: N/A
Comments: Amount of legal fees will vary with each bond issue. Each bond issue will be approved by the
Fayetteville City Council.
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF NOVEMBER 20, 2018
TO: Mayor and City Council
THRU: Paul A. Becker, Chief Financial Officer
FROM: Andrea Foren, Purchasing Manager
DATE: Friday, November 2, 2018
CITY COUNCIL MEMO
SUBJECT: Approval of a five-year contract with Kutak Rock, LLP for bond counsel
legal services
RECOMMENDATION:
Approval of a five-year contract with Kutak Rock, LLP, through RFQ 18-14, to provide bond
counsel services for the City during the bond issuance process through December 31, 2023.
BACKGROUND:
The City issues bonds to provide funding for City Council approved projects. Due to the
complexity and nature of bond issues, the City has a need to acquire third party legal services in
connection with the bond issuance process.
DISCUSSION:
The City advertised RFQ 18-04, Bond Counsel on August 13, 2018 and performed vendor
outreach to local firms with bond counsel experience. A total of three law firms responded. On
September 24, 2018 the selection committee voted Kutak Rock, LLP as the top ranked firm
according to the selection criteria presented in the request for statements of qualification. The
City entered into contract negotiations with Kutak Rock, LLP and presents the attached contract
for consideration.
BUDGET/STAFF IMPACT:
The cost of bond counsel services is payable form the proceeds of the successful sale of the
City's bonds. The City of Fayetteville will to negotiate proper and fair fees for each proposed bond
issue.
Attachments:
Contract with Kutak Rock, LLP including Appendix A, B and C
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
CITY OF CONTRACT FOR BOND COUNSEL SERVICES
FAY E T T E V I L L E Reference: RFQ 18-14, Bond Counsel
%0 A R KA N S A S Vendor: Kutak Rock, LLP
Term: Five (5) years through December 31, 2Q23
This contract executed this 01 ay of �I 2018, between the City of Fayetteville, Arkansas acting by and
through its Mayor (hereinafter called CITY OF FAYETTEVILLE or CITY), and Kutak Rock, LLP (hereinafter called Kutak Rock)
in consideration of the mutual covenants contained herein, the parties agree as follows:
1. The City of Fayetteville desires to hire Kutak Rock, LLP to provide bond counsel legal services as explained in RFQ
18-14 during the term of this agreement. Kutak Rock, LLP was selected by a City of Fayetteville selection
committee after a competitive Request for Qualifications process, hereby identified as RFQ 18_14. Although Kutak
Rock, LLP's entire Bond Legal Department was considered during this selection process, the City's excellent
experience working with Gordon Wilbourn was a major component of the City's selection of KutakRock, LLP as its
Bond Counsel.
2. The City of Fayetteville agrees to negotiate with Kutak Rock. LLP to determine the proper and fair Bond Counsel
Fee for each proposed bond issue. The Bond Counsel Fee to be paid from bond sale proceeds will be the only
payments made by the City of Fayetteville for Kutak Rock, LLP's Bond Counsel Fee and related services,
3. Kutak Rock, LLP agrees to continue services to the City of Fayetteville as its Bond Counsel and to negotiate with
the City for each bond issuance concerning the fair amount of Bond Counsel Fee for such bond issuance. Kutak
Rock, LLP agrees to not charge further fees without prior written agreement with the City of Fayetteville.
4. Kutak Rock, LLP agrees that its fees shall only become payable and be paid from proceeds from the successful sale
of the proposed bond issuance by the City of Fayetteville. If, for whatever reason the proposed bonds are not
issued or sold, Kutak Rock, LLP agrees to make no claim for compensation for its services provided in anticipation
of the issuance and sale of the City of Fayetteville's bonds.
5. This contract shall be effective from the date of its approval by both parties until December 31, 2023. However,
in the event Gordon Wilbourn no longer is the primary assigned person for the City of Fayetteville's proposed
bond issues, the City of Fayetteville may terminate this contract within thirty (30) days written notice to Kutak
Rock, LLP and engage in another Request for Qualifications selection process. Furthermore, both parties have a
right to terminate this contract upon ninety (90) calendar days written notice to the other party. In the event of
termination, claims for compensation owed the consultant by the City shall be limited to verifiable services rendered.
6. The Contract documents which comprise the contract between the City of Fayetteville and Kutak Rock, LLP consist
of this Contract and the following documents attached hereto, and made a part hereof:
a. Appendix A: Request for Statements of Qualification identified as RFQ 18-14 with the specifications and
conditions typed thereon.
b. Appendix B: Kutak Rock, LLP statement of qualification
c, Appendix C: Kutak Rock, LLP Certificates of Insurance
These Contract documents constitute the entire agreement between the City of Fayetteville and Kutak Rock, LLP
and may be modified only by a duly executed written instrument signed by the City of Fayetteville and Kutak Rock,
LLP.
8. Kutak Rock, LLP shall not assign its duties under the terms of this agreement.
City of Fayetteville, AR
Contract: RFQ 18-14, Bond Counsel
Page 1 of 2
9. Kutak Rock, LLP agrees to hold the City of Fayetteville harmless and indemnify the City of Fayetteville, against any
and all claims for property damage, personal injury or death, arising from Kutak Rock, LLP performance of this
contract. This clause shall not in any form or manner be construed to waive that tort immunity set forth under
Arkansas Law.
10. Kutak Rock, LLP shall furnish certificates of insurance addressed to the City of Fayetteville, showing coverage for
insurance listed in Appendix C which shall be maintained throughout the term of the Contract. Such certificate
shall be provided to the City within seven (7) calendar days after contract award.
a. Any work sublet, the contractor shall require the subcontractor similarly to provide worker's
compensation insurance. In case any employee engaged in work on the project under this contract is not
protected under Worker's Compensation Insurance, Kutak Rock, LLP shall provide and shall cause each
Subcontractor to provide adequate employer's liability insurance for the protection of such employees as
are not otherwise protected, The premiums for all insurance and the bond required herein shall be paid
by Kutak Rock, LLP.
11. Kutak Rock, LLP to furnish proof of licensure as required by all local and state agencies.
12. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing city
contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act
request is presented to the City of Fayetteville, the contractor will do everything possible to provide the
documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-
19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this
compliance.
13. Changes In Scope or Price: Changes, modifications, or amendments in scope, price or fees to this contract shall
not be allowed without a prior formal contract amendment approved by the Mayor and the City Council in
advance of the change in scope, cost or fees.
In agreement with all the terms and conditions above, we sign below;
KUTAK CK, LLP ' -1
By:q*�. V�
Aw�
Gordon . Ilbourn, Partner
A
Sondra E. Smith, City Clerk `ERK�% r''��.
5'
FA
YETTEVILLE : x
v •� .
ti
City of Fayetteville, AR
Contract: RFQ 18-14, Bond Counsel
Page 2 of 2
RFQ 18-14, Appendix A
Purchasing Division, Room 306
CITY OF 113 W. Mountain Street
FAY E T T E V I L L E Fayetteville, AR 72701
ARKANSAS Phone: 479-575-8220
TDD (Telecommunication Device for the Deaf): 479.521.1316
REQUEST FOR QUALIFICATION: RFQ 18-14, Bond Counsel
DEADLINE: Thursday September 06, 2018 prior to 2:00:00 PM, local time
DELIVERY LOCATION: Room 306 — 113 W. Mountain, Fayetteville, AR 72701
PURCHASING AGENT: Les McGaugh, Imcgaugll@fayetteville-ar.gov
DATE OF ISSUE AND ADVERTISEMENT: 08/13/2018
REQUEST FOR STATEMENT OF QUALIFICATION
RFQ 18-14, Bond Counsel
No late qualifications will be accented. RFQ'S shall be submitted in sealed envelopes labeled with the project
name, contact name, and address of the Proposer.
RFQ's shall be submitted in accordance with the attached City of Fayetteville specifications and RFQ documents
attached hereto. Each Proposer is required to fill in every blank and shall supply all information requested;
failure to do so may be used as basis of rejection.
Submittals shall be submitted in sealed envelopes labeled with the solicitation number, solicitation name, and the name
and address of the firm.
The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in
strict accordance with the specifications and general conditions of submitting, all of which are made a part of this offer. This offer is
not subject to withdrawal unless upon mutual written agreement by the Proposer/Bidder and City Purchasing Manager.
Name of Firm:
Contact Person: e:
E-Mail: one
Business Address:
City:
`Signs
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 1 of 18
City of Fayetteville
RFQ 18-11, C Services for Cultural Arts Corridor
Advertisement
City of Fayetteville, Arkansas
Request for Statements of Qualification
RFQ 18-14, Bond Counsel
The City of Fayetteville, Arkansas is requesting proposals for firms capable of providing bond counsel legal services for
potentially the next five (5) years.
To be considered, statements of qualification shall be received at the City Administration Building, City Hall, Purchasing —
Room 306, 113 West Mountain, Fayetteville, Arkansas by Thursday September 06, 2018 before 2:00:00 PM, local time.
Forms & addendums can be downloaded from the City's web site at http://fayetteville-ar.gov/bids. All questions
regarding the process should be directed to Les McGaugh at Imcgaugh@fayetteville-ar.gov or (479)575-82.
Statements of qualification submitted shall be qualified to do business and licensed in accordance with all applicable laws
of the state and local governments where the project is located.
Pursuant to Arkansas Code Annotated §22-9-203 The City of Fayetteville encourages all qualified small, minority and
women business enterprises to bid on and receive contracts for goods, services, and construction. Also, City of
Fayetteville encourages all general contractors to subcontract portions of their contract to qualified small, minority and
women business enterprises.
The City of Fayetteville reserves the right to reject any or all proposals and to waive irregularities therein, and all
Proposers shall agree that such rejection shall be without liability on the part of the City of Fayetteville for any damage or
claim brought by any Proposer because of such rejections, nor shall the Proposers seek any recourse of any kind against
the City of Fayetteville because of such rejections. The filing of any Proposal in response to this invitation shall constitute
an agreement of the Proposer to these conditions.
CITY OF FAYETTEVILLE, ARKANSAS
By: Les McGaugh
Title: Purchasing Agent
Ad dates: 08/13/2018
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 2 of 18
City of Fayetteville
RFQ 18-14, Bond Counsel
Table of Contents
SECTION:
PAGE NUMBER
Cover Page
01
Advertisement
02
SECTION A: General Terms & Conditions
04
SECTION B: Special Terms & Conditions
11
SECTION C: Vendor References
12
SECTION D: Signature Submittal
13
SECTION E: Project Summary and Scope of Work
16
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 3 of 18
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION A: General Terms & Conditions
1. SUBMISSION OF A STATEMENT OF QUALIFICATION SHALL INCLUDE:
a. A written narrative describing the method or manner in which the Proposer proposes to satisfy requirements of
this RFQ in the most cost-effective manner. The term Proposer shall be in reference to a firm or individual
responding to this solicitation. The term proposal is used in this document as equal to statement of qualification.
b. A description of the Proposer's experience in providing the same or similar services as outlined in the RFQ. This
description should include the names of the person(s) who will provide the services, their qualifications, and the
years of experience in performing this type of work. Also, include the reference information requested in this
RFQ.
c. Statement should be no more than twenty-five (25) pages; single sided, standard, readable, print on standard
8.5x11 papers. Proposers are also allowed to submit a three (3) page (maximum) executive summary. The
following items will not count toward the page limitations: appendix, cover sheet, 3-page executive summary,
resumes (resumes shall be no more than 1 page per person), and forms provided by the City for completion.
d. All Proposers shall submit eleven (11) identical paper copies of their statement of qualification as well as one (1)
electronic copy on a properly labeled CD or other electronic media device. The electronic copy submitted should
be submitted as a SINGLE FILE in format acceptable to Adobe in a save -able format. Files contained on the CD or
electronic media shall not be restricted against saving or printing. The electronic copy shall be identical to the
original papers submitted. Electronic copies shall not be submitted via e-mail to City employees by the Proposer.
e. Proposals will be reviewed following the stated deadline, as shown on the cover sheet of this document. Only the
names of Proposer's will be available after the deadline until a contract has been awarded by the Fayetteville City
Council. All interested parties understand proposal documents will not be available until after a valid contract has
been executed and at that time only for the intended selection.
f. Proposers shall submit a statement of qualification based on documentation published by the Fayetteville
Purchasing Division.
g. Proposals shall be enclosed in sealed envelopes or packages addressed to the City of Fayetteville, Purchasing
Division, Room 306, 113 W. Mountain, Fayetteville, AR 72701. The name, address of the firm and Bid, RFP, or
RFQ number shall be on the outside of the packaging as well as on any packages enclosed in shipping containers
or boxes.
h. Proposals must follow the format of the RFQ. Proposers should structure their responses to follow the sequence
of the RFQ, if provided.
i. Proposers shall have experience in work of the same or similar nature, and must provide references that will
satisfy the City of Fayetteville. Proposer may furnish a reference list of clients for whom they have performed
similar services and must provide information as requested in this document.
j. Proposer is advised that exceptions to any of the terms contained in this RFQ or the attached service agreement
must be identified in its response to the RFQ. Failure to do so may lead the City to declare any such term non-
negotiable. Proposer's desire to take exception to a non-negotiable term will not disqualify it from consideration
for award.
k. Local time shall be defined as the time in Fayetteville, Arkansas on the due date of the deadline. Documents shall
be received before the deadline time as shown by the atomic clock located in the Purchasing Division Office.
2. WRITTEN REQUESTS FOR INTERPRETATIONS OR CLARIFICATION:
No oral interpretations will be made to any firms as to the meaning of specifications or any other contract documents.
All questions pertaining to the terms and conditions or scope of work of this proposal must be sent in writing via e-
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 4 of 18
mail to the Purchasing Department. Responses to questions may be handled as an addendum if the response would
provide clarification to the requirements of the proposal. All such addenda shall become part of the contract
documents. The City will not be responsible for any other explanation or interpretation of the proposed RFQ made or
given prior to the award of the contract.
3. RIGHTS OF CITY OF FAYETTEVILLE IN THIS PROCESS:
In addition to all other rights of the City of Fayetteville, under state law, the City specifically reserves the following:
a. The City of Fayetteville reserves the right to rank firms and negotiate with the highest-ranking firm. Negotiation
with an individual Proposer does not require negotiation with others. If no final agreement can be achieved with
the highest-ranking firm, the City reserves the right to negotiate with the second highest-ranking firm, and so on
until the City achieves a final agreement.
b. The City of Fayetteville reserves the right to select the proposal that it believes will serve the best interest of the
City.
c. The City of Fayetteville reserves the right to accept or reject any or all proposals.
d. The City of Fayetteville reserves the right to cancel the entire request.
e. The City of Fayetteville reserves the right to remedy or waive technical or immaterial errors in the request for
statements of qualification or resulting submittal.
f. The City of Fayetteville reserves the right to request any necessary clarifications, additional information, or
proposal data without changing the terms of the proposal.
g. The City of Fayetteville reserves the right to make selection of the Proposer to perform the services required on
the basis of the original proposals without negotiation.
4. EVALUATION CRITERIA:
The evaluation criterion defines the factors that will be used by the selection committee to evaluate and score
responsive, responsible and qualified proposals. Proposers shall include sufficient information to allow the selection
committee to thoroughly evaluate and score proposals. Each proposal submitted shall be evaluated and ranked by a
selection committee. The contract will be awarded to the most qualified Proposer, per the evaluation criteria listed in
this RFQ as longs as all financial terms and conditions are satisfactory to the City. If terms and conditions are not
agreed, the City may award to a lower ranked proposer. Proposers are not guaranteed to be ranked.
5. COSTS INCURRED BY PROPOSERS:
All expenses involved with the preparation and submission of proposals to the City, or any work performed in
connection therewith, shall be borne solely by the Proposer(s). No payment will be made for any responses received,
or for any other effort required of, or made by, the Proposer(s) prior to contract commencement.
6. ORAL PRESENTATION:
An oral presentation and/or interview may be requested of any firm, at the selection committee's discretion.
7. CONFLICT OF INTEREST:
a. The Proposer represents that it presently has no interest and shall acquire no interest, either direct or indirect,
which would conflict in any manner with the performance or services required hereunder, as provided in City of
Fayetteville Code Section 34.26 titled "Limited Authority of City Employee to Provide Services to the City".
b. The Proposer shall promptly notify Les McGaugh, City Purchasing Agent, in writing, of all potential conflicts of
interest for any prospective business association, interest, or other circumstance which may influence or appear
to influence the Proposer's judgment or quality of services being provided. Such written notification shall identify
the prospective business association, interest or circumstance, the nature of which the Proposer may undertake
and request an opinion to the City as to whether the association, interest or circumstance would, in the opinion of
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 5 of 18
the City, constitute a conflict of interest if entered into by the Proposer. The City agrees to communicate with the
Proposer its opinion via e-mail or first-class mail within thirty days of receipt of notification.
8. WITHDRAWAL OF PROPOSAL:
A proposal may be withdrawn at any time.
9. LATE PROPOSAL OR MODIFICATIONS:
a. Proposal and modifications received after the time set for the proposal submittal shall not be considered.
Modifications in writing received prior to the deadline will be accepted. The City will not be responsible for
misdirected bids. Proposers should call the Purchasing Division at (479) 575-8220 to insure receipt of their
submittal documents prior to opening time and date listed.
b. The time set for the deadline shall be local time for Fayetteville, AR on the date listed. All proposals shall be
received in the Purchasing Division BEFORE the deadline stated. The official clock to determine local time shall be
the atomic clock located in the Purchasing Division, Room 306 of City Hall, 113 W. Mountain, Fayetteville, AR.
10. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS:
a. The laws of the State of Arkansas apply to any purchase made under this request for statements of qualification.
Proposers shall comply with all local, state, and federal directives, orders and laws as applicable to this proposal
and subsequent contract(s) including but not limited to Equal Employment Opportunity (EEO), Disadvantaged
Business Enterprises (DBE), & OSHA as applicable to this contract.
b. Pursuant to Arkansas Code Annotated §22-9-203 The City of Fayetteville encourages all qualified small, minority
and women business enterprises to bid on and receive contracts for goods, services, and construction. Also, City
of Fayetteville encourages all general contractors to subcontract portions of their contract to qualified small,
minority and women business enterprises.
11. COLLUSION:
The Proposer, by affixing his or her signature to this proposal, agrees to the following: "Proposer certifies that his
proposal is made without previous understanding, agreement, or connection with any person, firm or corporation
making a proposal for the same item(s) and/or services and is in all respects fair, without outside control, collusion,
fraud, or otherwise illegal action."
12. RIGHT TO AUDIT, FOIA, AND 1URISDICITON:
a. The City of Fayetteville reserves the privilege of auditing a vendor's records as such records relate to purchases
between the City and said vendor.
b. Freedom of Information Act: City contracts and documents prepared while performing City contractual work are
subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the
City of Fayetteville, the (Contractor) will do everything possible to provide the documents in a prompt and timely
manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et. seq.). Only legally
authorized photocopying costs pursuant to the FOIA may be assessed for this compliance.
c. Legal jurisdiction to resolve any disputes shall be Arkansas with Arkansas law applying to the case
13. CITY INDEMNIFICATION:
The successful Proposer(s) agrees to indemnify the City and hold it harmless from and against all claims, liability, loss,
damage or expense, including but not limited to counsel fees, arising from or by reason of any actual or claimed
trademark, patent or copyright infringement or litigation based thereon, with respect to the services or any part
thereof covered by this order, and such obligation shall survive acceptance of the services and payment thereof by
the City.
14. VARIANCE FROM STANDARD TERMS & CONDITIONS:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 6 of 18
All standard terms and conditions stated in this request for statements of qualification apply to this contract except as
specifically stated in the subsequent sections of this document, which take precedence, and should be fully
understood by Proposers prior to submitting a proposal on this requirement.
15. ADA REQUIREMENT FOR PUBLIC NOTICES & TRANSLATION:
Persons with disabilities requiring reasonable accommodation to participate in this proceeding/event, should call
479.521.1316 (telecommunications device for the deaf), not later than seven days prior to the deadline. Persons
needing translation of this document shall contact the City of Fayetteville, Purchasing Division, immediately.
16. PAYMENTS AND INVOICING:
The Proposer must specify in their proposal the exact company name and address which must be the same as
invoices submitted for payment as a result of award of this RFQ. Further, the successful Proposer is responsible for
immediately notifying the Purchasing Division of any company name change, which would cause invoicing to change
from the name used at the time of the original RFQ. Payment will be made within thirty days of invoice received. The
City of Fayetteville is very credit worthy and will not pay any interest or penalty for untimely payments. Payments can
be processed through Propose►'s acceptance of Visa at no additional costs to the City for expedited payment
processing. The City will not agree to allow any increase in hourly rates by the contract without PRIOR Fayetteville
City Council approval.
17. CANCELLATION:
a. Failure of the contractor to comply with any of the provisions of the contract shall be considered a material
breach of contract and shall be cause for immediate termination of the contract at the discretion of the City of
Fayetteville.
b. In addition to all other legal remedies available to the City of Fayetteville, the City reserves the right to cancel and
obtain from another source, any items and/or services which have not been delivered within the period of time
from the date of order as determined by the City of Fayetteville.
c. In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the vendor of
such occurrence and contract shall terminate of the last day of the current fiscal period without penalty or
expense to the City.
18. ASSIGNMENT SUBCONTRACTING CORPORATE ACQUISITIONS AND/OR MERGERS:
a. The CMAR shall perform this contract. No assignment of subcontracting shall be allowed without prior written
consent of the City. If a Proposer intends to subcontract a portion of this work, the Proposer shall disclose such
intent in the proposal submitted as a result of this RFQ.
b. In the event of a corporate acquisition and/or merger, the CMAR shall provide written notice to the City within
thirty (30) calendar days of Contractor's notice of such action or upon the occurrence of said action, whichever
occurs first. The right to terminate this contract, which shall not be unreasonably exercised by the City, shall
include, but not be limited to, instances in which a corporate acquisition and/or merger represent a conflict of
interest or are contrary to any local, state, or federal laws. Action by the City awarding a proposal to a firm that
has disclosed its intent to assign or subcontract in its response to the RFQ without exception shall constitute
approval for purpose of this Agreement.
19. NON-EXCLUSIVE CONTRACT:
Award of this RFQ shall impose no obligation on the City to utilize the vendor for all work of this type, which may
develop during the contract period. This is not an exclusive contract. The City specifically reserves the right to
concurrently contract with other companies for similar work if it deems such an action to be in the City's best interest.
In the case of multiple -phase contracts, this provision shall apply separately to each item.
20. ADDITIONAL REQUIREMENTS:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 7 of 18
The City reserves the right to request additional services relating to this RFQ from the Proposer. When approved by
the City as an amendment to the contract and authorized in writing prior to work, the Contractor shall provide such
additional requirements as may become necessary.
21. SERVICES AGREEMENT:
A written agreement, in substantially the form attached, incorporating the RFQ and the successful proposal will be
prepared by the City, signed by the successful Proposer and presented to the City of Fayetteville for approval and
signature of the Mayor.
22. INTEGRITY OF STATEMENT OF QUALIFICATION (RFQ) DOCUMENTS•
Proposers shall use the original RFQ form(s) provided by the Purchasing Division and enter information only in the
spaces where a response is requested. Proposers may use an attachment as an addendum to the RFQ form(s) if
sufficient space is not available on the original form for the Proposer to enter a complete response. Any modifications
or alterations to the original RFQ documents by the Proposer, whether intentional or otherwise, will constitute grounds
for rejection of such RFQ response. Any such modifications or alterations a Proposer wishes to propose shall be clearly
stated in the Proposer's RFQ response and presented in the form of an addendum to the original RFQ documents.
23. LOBBYING:
Lobbying or communicating with selection committee members, City of Fayetteville employees, or elected officials
regarding request for proposals, request for qualifications, bids or contracts, during the pendency of bid protest, by
the bidder/proposer/protestor or any member of the bidder's/propose r's/protestor's staff, and agent of the
bidder/proposer/protestor, or any person employed by any legal entity affiliated with or representing an organization
that is responding to the request for proposal, request for qualification, bid or contract, or has a pending bid protest is
strictly prohibited either upon advertisement or on a date established by the City of Fayetteville and shall be
prohibited until either an award is final or the protest is finally resolved by the City of Fayetteville; provided, however,
nothing herein shall prohibit a prospective/bidder/proposer from contacting the Purchasing Division to address
situations such as clarification and/or questions related to the procurement process. For purposes of this provision
lobbying activities or communication shall include but not be limited to, influencing or attempting to influence action
or non -action in connection with any request for proposal, request for qualification, bid or contract through direct or
indirect oral or written communication or an attempt to obtain goodwill of persons and/or entities specified in this
provision. Such actions may cause any request for proposal, request for qualification, bid or contract to be rejected.
24. DEBARRED ENTITIES:
By submitting a statement of qualification, vendor states submitting entity is not a debarred company with the
federal, any state, or local government.
2S. OTHER GENERAL CONDITIONS:
a. Proposers shall provide the City with proposals signed by an employee having legal authority to submit proposals
on behalf of the Proposer. The entire cost of preparing and providing responses shall be borne by the Proposer.
b. The City reserves the right to request any additional information it deems necessary from any or all Proposers
after the submission deadline.
c. The request for statement of qualification is not to be construed as an offer, a contract, or a commitment of any
kind; nor does it commit the city to pay for any costs incurred by Proposer in preparation. It shall be clearly
understood that any costs incurred by the Proposer in responding to this request for statements of qualification is
at the Proposer's own risk and expense as a cost of doing business. The City of Fayetteville shall not be liable for
reimbursement to the Proposer for any expense so incurred, regardless of whether or not the proposal is
accepted.
d. If products, components, or services other than those described in this bid document are proposed, the Proposer
must include complete descriptive literature for each. All requests for additional information must be received
within five working days following the request.
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 8 of 18
e. Any uncertainties shall be brought to the attention to Les McGaugh immediately via telephone (479.575.8220) or e-
mail (Imcpauph@favetteville-ar.gov). It is the intent and goal of the City of Fayetteville Purchasing Division to
provide documents providing a clear and accurate understanding of the scope of work to be completed and/or
goods to be provided. We encourage all interested parties to ask questions to enable all Proposers to be on equal
terms.
Any inquiries or requests for explanation in regard to the City's requirements should be made promptly to Les
McGaugh, City of Fayetteville, Purchasing Agent via e-mail (ImcgauRh@favetteville-ar.gov) or telephone
(479.575.8220). No oral interpretation or clarifications will be given as to the meaning of any part of this request
for statements of qualification. All questions, clarifications, and requests, together with answers, if any, will be
provided to all firms via written addendum. Names of firms submitting any questions, clarifications, or requests
will not be disclosed until after a contract is in place.
g. At the discretion of the City, one or more firms may be asked for more detailed information before final ranking
of the firms, which may also include oral interviews.
h. Any information provided herein is intended to assist the Proposer in the preparation of proposals necessary to
properly respond to this RFQ. The RFQ is designed to provide qualified Proposers with sufficient basic information
to submit proposals meeting minimum specifications and/or test requirements, but is not intended to limit a
RFQ's content or to exclude any relevant or essential data.
i. Proposers irrevocably consent that any legal action or proceeding against it under, arising out of or in any manner
relating to this Contract shall be controlled by Arkansas law. Proposer hereby expressly and irrevocably waives any
claim or defense in any said action or proceeding based on any alleged lack of jurisdiction or improper venue or any
similar basis.
j. The successful Proposer shall not assign the whole or any part of this Contract or any monies due or to become due
hereunder without written consent of City of Fayetteville. In case the successful Proposer assigns all or any part of
any monies due or to become due under this Contract, the Instrument of assignment shall contain a clause substan-
tially to the effect that is agreed that the right of the assignee in and to any monies due or to become due to the
successful Proposer shall be subject to prior liens of all persons, firms, and corporations for services rendered or
materials supplied for the performance of the services called for in this contract.
k. The successful Proposer's attention is directed to the fact that all applicable Federal and State laws, municipal
ordinances, and the rules and regulations of all authorities having jurisdiction over the services shall apply to the
contract throughout, and they will be deemed to be included in the contract as though written out in full herein.
The successful Proposer shall keep himself/herself fully informed of all laws, ordinances and regulations of the
Federal, State, and municipal governments or authorities in any manner affecting those engaged or employed in
providing these services or in any way affecting the conduct of the services and of all orders and decrees of bodies
or tribunals having any jurisdiction or authority over same. If any discrepancy or inconsistency should be discovered
in these Contract Documents or in the specifications herein referred to, in relation to any such law, ordinance,
regulation, order or decree, s/he shall herewith report the same in writing to City of Fayetteville.
26. INSURANCE:
Any project selected under this RFQ shall require professional liability insurance in the amount of $5 million US
dollars, at minimum. Such Certificate of Insurance shall list the City as an additional insured and not be required
unless firm is awarded a contract. Certificate of insurance shall be provided within 10 (ten) calendar days after
contract award.
i. Professional Liability Insurance, inclusive of errors and omissions: Minimum $5 million
ii. Worker's Compensation: Statutory amount
iii. General Automotive Insurance as required by state law
27. SELECTION CRITERIA:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 9 of 18
The evaluation criterion below defines the factors which will be used by the selection committee to evaluate and
score responsive, responsible and qualified proposals. The evaluation factors are as follows:
1. 30 Points — Specialized experience and technical competence of the firm with respect to the type of
professional services required
2. 25 Points — Capacity and capability of the firm the perform the work in question including specialized services,
within the time limitations fixed for the completion of the project
3. 25 Points — Past record of performance of the firm with respect to such factors as control of costs, quality of
work, and ability to meet schedules and deadlines.
4. 20 Points — Firm's proximity to and familiarity with the area in which the project is located
****NOTE: Fees shall NOT be included with any statement of Qualification Price shall not be a considered factor used
to select a vendor. Price and fees will not be considered until the negotiating process and will be a factor in the award
of any proposed contract. In the event the City is not able to negotiate a successful contract with the selected
vendor, the City reserves the right to cease negotiations with such selected vendor and proceed on to the next
selected vendor.
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 10 of 18
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION C: Vendor References
The following information is required from all firms so all statements of qualification may be reviewed and properly evaluated:
COMPANY NAME
NUMBER OF YEARS IN BUSINESS NVA
OESENT LOCATION
TOTAL NUMBER OF CURRENT EMPLOYEES: E , PART TIME
NUMBER OF EMPLOYEES PLANNED FOR THIS CONTRACT: FULL TIME PARTTIME
PLEASE LIST FOUR (4) REFER CES THAT YOU HAVE PREVIOUSLY PERFORMED .OrWRACT SERVICES F F WITHIN THE PAST FIVE (5)
YEARS (All fields must be cons Ad):
1. n n-e
COMPANY NAME C NY E
CITY, STATE, ZIP CITY, STATE, ZIP
CONTACT PERSON CONTACT PERSON
TELEPHONE TELEPHONE
FAX NUMBER FAX NUMBER
E-MAIL ADDRESS E-MAIL ADDRESS
3. 4•
COMPANY NAME COMPANY NAME
CITY, STATE, ZIP CITY, STATE, ZIP
CONTACT PERSON CONTACT PERSON
TELEPHONE TELEPHONE
FAX NUMBER FAX NUMBER
E-MAIL ADDRESS E-MAIL ADDRESS
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 11 of 18
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION D: Signature Submittal
1. Disclosure Information
Proposer must disclose any possible conflict of interest with the City of Fayetteville, including, but not limited to, any
relationship with any City of Fayetteville employee. Proposer response must disclose if a known relationship exists
between any principal or employee of your firm and any City of Fayetteville employee or elected City of Fayetteville
official.
If, to your knowledge, no relationship exists, this should also be stated in your response. Failure to disclose such a
relationship may result in cancellation of a purchase and/or contract as a result of your response. This form must be
completed and returned in order for your bid/proposal to be eligible for consideration.
PLEASE CHECK ONE OF THE FOLLOWING TWO OPTIONS, AS IT APPROPRIATELY APPLIES TO YOUR FIRM:
l NO KNOWN RELATIONSHIP EXISTS
2) RELATIONSHIP EXISTS (Please explain).
I certify that; as an officer of this organization, or per the attached letter of authorization, am duly authorized to certify
the information provided herein are accurate and true; and my organization shall comply with all State and Federal
Equal Opportunity and Non -Discrimination requirements and conditions of employment.
2. Additional Information
At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the
firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-
mail address, and phone number (preferably a cell phone number) where the City selection committee can call for
clarification or interview via telephone.
Name of Firm
Name of Primary Contact:
Title of Primary Contact: NlIr-%
Phone#1 (cell preferred):
Phone#2:
•
E-Mail Address:
-Ajo-p tf n-d- x A
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 12 of 18
3. Please acknowledge receipt of addenda for this invitation to bid, request for proposal, or request for qualification by
signing and dating below. All addendums are hereby made a part of the bid or RFQ documents to the same extent as
though it were originally included therein. Proposers/Bidders should indicate their receipt of same in the appropriate
blank listed herein. Failure to do so may subject vendor to disqualification.
ADDENDUM NO.
SIGNATURE AND PRINTED NAME
DATE ACKNOWLEDGED
4. As an interested party on this project, you are required to provide debarment/suspension certification indicating in
compliance with the below Federal Executive Order. Certification can be done by completing and signing this form.
Federal Executive Order (E.O.) 12549 "Debarment and Suspension" requires that all contractors receiving individual
awards, using federal funds, and all sub -recipients certify that the organization and its principals are not debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency
from doing business with the Federal Government.
5. Signature certifies that neither you nor your principal is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.
6. SUB CONSULTANTS AND TEAM INFORMATION:
Proposer, hereby certifies that proposals from the following consultants were used in the preparation of this statement of
qualification. Proposer also agrees if the following subcontracts are approved, Proposer shall not enter into contracts with
others for these divisions of the work without prior written approval from the City of Fayetteville. Proposer shall attach
additional pages if necessary.
Type of Work:
Subcontractor's Name:
Arkansas License No:
Address:
Date Firm Established:
Percentage of Work:
Type of Work:
d
tA
t
Subcontractor's Name: p-p
Arkansas License No:
Address:
Date Firm Established:
Percentage of Work:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 13 of 18
Questions regarding this form should be directed to the City of Fayetteville Purchasing Division.
NAME:
COMPANY
PHYSICAL ADDRESS:
MAILING ADDRESS
TAX I D#: n:and.A'
N
PHONE ::A- [:X
E-MAIL:
Signed by:
SIGNATURE:
PRINTED NAME
TITLE:
DATE:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 14 of 18
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION E: PROJECT SUMMARY AND SCOPE OF WORK
1.) COMMUNITY OVERVIEW:
a. The City of Fayetteville, Arkansas, County Seat of Washington County is located in the northwest corner of Arkansas.
It is a city of the first class in the State of Arkansas with an approximate population of 76,000 citizens and a regional
population base of over 350,000. Fayetteville is home to the principal campus of the University of Arkansas, which
has contributed to higher education in the area for over 100 years.
2.) CAPITAL FINANCIAL PLANNING:
The northwest Arkansas region has witnessed explosive growth and development over the past twenty years. This
growth has heavily taxed infrastructure capacity of Fayetteville and its neighboring communities. The City of
Fayetteville develops on a biennial basis a Five -Year Capital Improvements Program (CIP). The City's philosophy
concerning the use of the CIP is that it should be considered as a financial planning tool that lists the City's capital
improvement projects, places the projects in a priority order, and schedules the projects for funding and
implementation. The City has historically funded the CIP primarily on a pay-as-you-go basis. However, for major
construction projects such as water and sewer system improvements, road projects, trail projects and building
projects, Sales and Use Tax bonds and revenue bonds have been issued. The City has also issued Amendment 78
bonds for short term obligations.
3.) CURRENT BOND ISSUES:
a. See Appendix A
4.) FUTURE BOND ISSUES:
5.) INTENT:
The City is anticipating a bond issue of approximately $180 million dollars in 2019. This must first be approved by
the voters. The issue would be a revenue bond issue supported by pledging sales taxes.
In Addition to that plan, the City will continue to evaluate opportunities to refinance existing bond issues if it
economically in the City's best interest.
After 2019, no large bond issues are anticipated; however, the need for smaller revenue bond issues may be
incorporated.
GO bonds or private placement bonds are rarely used but could be issued if the need arises.
All submitted proposals received will be maintained on file through the end of 2018. The City expects to select a
primary counsel for the entire term of the request and reserves the right to select other firms if specialized
qualifications are needed.
6.) SCOPE OF WORK: In serving as bond counsel to the City, the selected firm will be expected to perform said scope of services.
Also, all statements shall indicate compliance with the following requested Scope of Work:
a. Communicate with members of City staff as necessary to assist in planning the financing and structuring of the
designated bond issuance.
b. Opine that the issuer is duly created and validly existing as the body of the State of Arkansas with authority to adopt
legislation relating to the issuance of bonds and has the legal authority to issue bonds.
c. Review documents prepared by other counsels that may be involved in the financing team and express an opinion
on said bonds as requested.
d. Prepare trust indentures, bond ordinances and/or resolutions, arbitrage certificate, notices of sale, tax certificates,
and other related legal documents.
e. Assist in various aspects of preparing the preliminary and final Official Statements or any other related disclosure
documents to be distributed in connection with the sale of bonds.
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 15 of 18
f. Issue interim and final approving opinions, as required, concerning matters of legality and tax exemption under
federal and state securities laws.
g. Advise and assist in planning the procedures and documentation necessary for utilizing the bond proceeds for the
proposed project(s).
h. Advise and assist in planning for the sale of bonds.
i. Attend City Council meetings to provide presentations and updates on matters of concern to the legislative body.
j. Supervise the printing and delivery of the bonds.
k. Prepare any required legal research, correspondence, and preparation of memoranda or other documents related
to the issuance of the bonds or the planning and construction of the project as required.
7.) OTHER WORK IF NEEDED:
a. Prepare documentation necessary to allow for local interim financing pending issuance of the definitive bonds, if
required due to market conditions.
b. Assist with and prepare for rating agency hearings including attendance at meetings and follow-up on any detailed
information requested.
8.) STATEMENT OF QUALIFICATION SUBMITTAL: Statements of qualification shall not include any pricing information. Price will
be negotiated with the firm recommended most qualified by the selection committee and shall not be included in any firms
response or statement of qualification. In responding to this request for statement of qualifications, firms should include the
following information in addition to other requested information and pertinent company information related to the selection
criteria:
a. Statements should be prepared simply and economically, providing a straight forward, concise description its ability
to meet the requirements for the project. Fancy bindings, colored displays, and promotional material are not
required. Emphasis should be on completeness and clarity of content. All documents should be typewritten on
standard 8 %" x 11" white papers and bound in one volume. Exceptions would be schematics, exhibits, or other
information necessary to facilitate the City of Fayetteville's ability to accurately evaluate the proposal. Limit
proposal to twenty-five (25) pages or less, excluding one -page team resumes and City required forms and requested
items.
b. Resumes of all key persons from the firm who are expected to be involved in the scope of work as outlined above.
Resumes should be limited to one (1) page.
i. Experience with different municipal debt structure types and amounts of debt;
ii. Knowledge of federal and state tax and disclosure laws and regulations as they pertain to municipal debt;
iii. Experience in drafting legal documents relating to municipal debt issuance.
iv. Position title, company tenure, experience, other relative information
c. A client reference list for which similar work has been performed within the past five (5) years.
d. Include any other information that might be helpful to assist the City in understanding the firm's unique
qualifications to perform bond counsel services for the City of Fayetteville.
e. Company:
Experience: Proposer shall provide a detailed description of similar city and/or county projects or contracts
that currently use the proposed system, completed and/or presently provided during the past five (5)
years. Provide complete contact information, name, address, phone and emails for all references.
Company Principals: Provide a brief biographic overview of the Company's key principals.
Capabilities: Proposer shall provide a description of limitations relative to facilities, staff personnel, on-
going projects/ contracts, etc. Specifically, provide statement of qualification what priority will be placed
on this project.
iv. Company Organization:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 16 of 18
1. Primary Business: Proposers shall describe company's primary business interest and/or operations
including organization and affiliations. Include the magnitude of your operation as it relates to
this project.
2. Company History: Provide pertinent company historical information that will demonstrate your
capability to successfully accomplish this project.
9.) CONTRACT FORMATION:
a. If the negotiation produces mutual agreement, the draft contract as a part of this package will be constructed and
forwarded to the Fayetteville City Council for approval. If negotiations with the highest ranking Proposer fail,
negotiations shall be initiated with the next highest ranking Proposer until an agreement is reached. The City
reserves the right to reject all offers and end the process without executing a contract.
10.) TERM OF CONTRACT:
a. The initial term of the contract shall be for a period of one (1) year, starting with the date approved by the Fayetteville
City Council. The contract shall be renewable by mutual consent, at a mutually agreed fee for work assigned on an
annual basis thereafter for four (4) additional years, for a total contract term of five (5) years. In the event of
termination, claims for compensation owed the consultant by the City shall be limited to verifiable services rendered.
The City reserves the right not to use the "primary" contract solely. The City reserves the right to contract with any firm
responding to this request, based on specific project needs and experience needed.
11.) DEMONSTRATION & ORAL PRESENTATION:
a. Following the evaluation of the proposals, the Selection Committee may request that the top ranking firms make an
oral presentation or be interviewed. If presentations are necessary, they will take place in Fayetteville, Arkansas.
Notices will be sent by the Purchasing Division.
b. A demonstration of the system may be required before a final decision is made. The purchasing agent will schedule
all demonstrations.
12.) SELECTION CRITERIA: The following criteria will be used by the City to evaluate and score responsive proposals. Proposers shall
include sufficient information to allow the City to thoroughly evaluate and score their proposal. Each proposal submitted is
not required to be ranked by the selection committee; however, all proposals will be evaluated. The contract may be
awarded to the most qualified firm, per the evaluation criteria listed below, based on the evaluation of the selection
committee.
a. 30 Points — Specialized experience and technical competence of the firm with respect to the type of professional
services required;
b. 25 Points — Capacity and capability of the firm to perform the work in question including specialized services, within
the time limitations fixed for the completion of the project;
c. 25 Points — Past record of performance of the firm with respect to such factors as control of costs, quality of work
and ability to meet schedules and deadlines; and
d. 20 Points — Firm's proximity to and familiarity with the area in which the project is located.
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 17 of 18
13.) ANTICIPATED PROJECT TIMELINE: subject to change
Date
Time
Description
Monday, August 13, 2018
N/A
Advertisement for RFQ
Deadline to submit a Statement of Qualification
Thursday, September 06, 2018
2:00 PM
Wednesday, September 26, 2018
N/A
Contract negotiations finalized and contract signed by Vendor
Friday, September 28, 2018
4:00 PM
Deadline for packet to be turned into City Clerk's Office for
10/16/18 City Council Meeting (internal deadline for contract
signatures, etc.)
Tuesday, October 09, 2018
4:30 PM
Agenda Session for 10/16/18 City Council Meeting
Tuesday, October 16, 2018
6:00 PM
City Council Meeting to consider contract
City of Fayetteville, AR
RFC. 18-14, Bond Counsel
Page 18 of 18
Appendix A
CITY OF FAYETTEVILLE, ARKANSAS
BONDEDINDEBTEDNESS
6/30/2018
DESCRIPTION
Water and Sewer Revenue Bonds, Series 2014
$ 3,710,000
Library Improvement Bonds 2017
25,820,000
Wastewater/Street/Trail Improvements Sales Tax Bonds 2006
10,245,000
Wastewater Improvements Sales Tax Bonds 2007
5,200,000
Street and Trails Improvements Sales Tax Bonds 2009
2,860,000
Tax Increment Financing Bonds
2,910,000
Street Improvements Sales Tax Bonds 2013
12,925,000
Parking Deck Bonds, Series 2012
5,345,000
Hotel, Motel and Restaurant Bonds, 2014
10,075,000
Street Improvements Sales Tax Bonds 2015
4,915,000
$ 84,005,000
KUTAKROCK
Nt A
11J
RFQ 18-14, Appendix B
(dual fications to Provide
Bond Counsel Services to
City of Fayetteville
Response to RFQ- 18-14--$n17d Coy M01
AlIg rt 30, 2018
kutekiock.com
Purchasing Division, Room 306
CITY of 113 W. Mountain Street
_ FAY E T T E V I L L E Fayetteville, AR 72701
ARKANSAS Phone: 479-575-8220
TDD (Telecommunication Device for the Deaf): 479.521.1316
REQUEST FOR QUALIFICATION: RFQ 18-14, Bond Counsel
DEADLINE: Thursday September 06, 2018 prior to 2:00:00 PM, local time
DELIVERY LOCATION: Room 306 —113 W. Mountain, Fayetteville, AR 72701
PURCHASING AGENT: Les McGaugh, Imcgaueh@fayetteville-ar.gov
DATE OF ISSUE AND ADVERTISEMENT: 08/13/2018
REQUEST FOR STATEMENT OF QUALIFICATION
RFQ 18-14, Bond Counsel
No late qualifications will be accepted. RFQ'S shall be submitted in sealed envelopes labeled with the project
name, contact name, and address of the Proposer.
RFQ's shall be submitted in accordance with the attached City of Fayetteville specifications and RFQ documents
attached hereto. Each Proposer is required to fill in every blank and shall supply all information requested;
failure to do so may be used as basis of rejection.
Submittals shall be submitted in sealed envelopes labeled with the solicitation number, solicitation name, and the name
and address of the firm.
The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in
strict accordance with the specifications and general conditions of submitting, all of which are made a part of this offer. This offer is
not subject to withdrawal unless upon mutual written agreement by the Proposer/Bidder and City Purchasing Manager.
Name of Firm
Kutak Rock LLP
Contact Person: Gordon M. Wilbourn
E-Mail: gordon.wilbourn@kutakrock.com
Business Address: Suite 2000, 124 West Capitol Avenue
City: Little Rock
Title: Partner
State: AR
Phone: 501-975-3101
Zip: 72201-3740
Signature: S/Ira Date: August 30. 2018
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 1 of 18
KUTAKROCK
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000, Little Rock, AR 72201-3740
234 East Millsap Road, Suite 200, Fayetteville, AR 72703-4099
August 30, 2018
VIA FEDEX
Mr. Les McGaugh
Purchasing Agent
City of Fayetteville
Room 306
113 West Mountain
Fayetteville, AR 72701
Gordon M. Wilbourn
501.975.3101
gordon.wilbourn@kutakrock.com
Re: Qualifications to Provide Bond Counsel Services in Response to RFQ No. 18-14
Dear Mr. McGaugh:
Kutak Rock LLP is pleased to respond to the City of Fayetteville's Request for Statements of
Qualification Number 18-14 to provide bond counsel services in connection with various capital
improvement projects for a period of five years. We believe the enclosed proposal will fully satisfy the
City's information requirements.
We are a national law firm that specializes in state and local government financing. Widely
recognized for creativity, the firm has been listed among Thomson Reuters' most active bond counsel firms
in the nation, quantified by dollar volume, in every year since such rankings were first compiled in the
mid-1980s. In recent years Kutak Rock has often served as counsel in financings selected by Institutional
Investor and The Bond Buyer as "Deals of the Year." The firm takes a positive role in financings, working
with other members of the financing team to complete a successful transaction that provides the greatest
benefit possible to its clients.
As our qualifications statement explains, Kutak Rock has substantial experience providing legal
services to Arkansas governmental entities in a variety of bond financings. In recent years the firm has
provided bond counsel services to the City of Fayetteville in connection with water and sewer, street, public
parking, library and parks improvements and other capital improvement projects. We have also served as
bond counsel to such entities as the Arkansas Development Finance Authority, the University of Arkansas
System, the City of Little Rock, the City of North Little Rock, the City of Conway, the Public Building
Authority of the City of North Little Rock, the Pulaski County Public Facilities Board, Board, the City of
Siloam Springs Public Facilities Board, the City of Mountain Home, the City of Clarksville, the City of
Texarkana, North Arkansas College, Washington County, Baxter County, Boone County, Johnson County,
Phillips County, Saline County and Van Buren County, among others.
Kutak Rock also has substantial experience serving as bond counsel to municipal governments
outside Arkansas. For example, we currently serve as bond counsel to the City and County of Denver, the
City of Los Angeles, the City of Omaha, the City of Madison and the City of Boulder and Boulder County,
4845-1378-5456 2
KUTAKROCK
Mr. Les McGaugh
August 30, 2018
Page 2
Colorado, among a number of others. In some of these engagements we handle all financings for the
governmental entity, and in others we serve for only discrete programs. These engagements have provided
the firm with a vast store of experience to draw on when acting as bond counsel to cities and counties.
In a collaborative professional effort, Kutak Rock's public finance practice is carried out by over
10 lawyers located in offices nationwide. Kutak Rock offers experienced bond lawyers with access to a
tremendous wealth of professional resources concerning public finance. The backbone of the public finance
practice is a corps of nine tax attorneys who devote substantially all of their time to tax matters related to
the structuring of tax-exempt financings and related arbitrage matters. Through their analytical expertise,
the firm has been able to adopt tax positions and obtain tax rulings that provide our clients with often
unexpected benefits.
Thank you for the opportunity to submit our qualifications. Please call me at 501-975-3000 or e-
mail me at gordon.wilbourn@kutakrock.com if you would like to discuss our statement of qualifications or
if you would like further information about Kutak Rock.
Very truly yours,
40rdon M. Wilbourn
Enclosure
4845-1378-5456.2
KUTAKROCK
Qualifications to Provide Bond Counsel Seivices to
City of Fayertcville, Arkansas
TABLE OF CONTENTS
PAGE
INTRODUCTION...................................................................................................
EXECUTIVESUMMARY.........................................................................................................................2
STATEMENT OF QUALIFICATIONS.....................................................................................................4
B. RESUMES OF KEY PERSONNEL..................................................................................4
C. MUNICIPAL BOND COUNSEL CLIENTS....................................................................
6
D. OTHER INFORMATION.................................................................................................
7
TaxExpertise.....................................................................................................................7
ArbitrageRebate................................................................................................................8
Audits..............................................................................................................................8
BlueSky.............................................................................................................................8
DisclosureExpertise..........................................................................................................
8
RealEstate........................................................................................................................
9
SECRegulatory Practice.................................................................................................10
Securitization...................................................................................................................10
SecuritiesLaws................................................................................................................10
E. QUALIFICATIONS OF FIRM.......................................................................................
I I
1. Public Finance Experience..................................................................................
I I
FinancingExamples............................................................................................13
ArkansasPublic Finance.....................................................................................16
ExperienceWith the City....................................................................................17
2. Firm Principals....................................................................................................
17
3. Capacity and Capability......................................................................................18
Capacity to Provide Services..............................................................................
18
Firm's Technological Capabilities......................................................................19
4. Firm History and Organization...........................................................................20
FirmAffiliate......................................................................................................21
Equal Employment Opportunity.........................................................................21
Commitmentto Diversity...................................................................................22
APPENDIX A: Vendor References
APPENDIX B: City of Fayetteville Signature Submittal
i I kutnkrock. ann I .Aunust .3U. _'O1 S
4845-1378-5456 2
KUTAKROCK
QUALIFICATIONS TO PROVIDE
BOND COUNSEL SERVICES TO
CITY OF FAYETTEVILLE
INTRODUCTION
IN RESPONSE To RFQ48-14
Kutak Rock LLP is a national firm of more than 500 lawyers with offices in Fayetteville,
Little Rock and Rogers, Arkansas as well as in Atlanta, Chicago, Denver, Irvine, Kansas City, Los Angeles,
Minneapolis, Omaha, Philadelphia, Richmond, Scottsdale, Spokane, Springfield, Washington, D.C. and
Wichita. The firm serves local, regional and national clients in a practice that spans a broad range of
disciplines.
Founded as a three -lawyer practice in 1965, the firm has risen to prominence through its dedication
to service and its ability to create innovative solutions to satisfy clients' needs. Kutak Rock's expansion to
cities across the country, paralleling the firm's growth in reputation, demonstrates the entrepreneurial spirit
that is the firm's hallmark.
Kutak Rock is a full -service law firm maintaining expertise in the areas of public finance,
affordable housing, real estate, general corporate law, corporate finance, tax credits, litigation, securities,
intellectual property and technology law, labor and employment law, employee benefits law, securitization,
tax, banking, bankruptcy, healthcare law, insurance, antitrust, environmental law, federal practice and
international trade. The attorneys of Kutak Rock work together in integrated, national practice groups to
maintain and enhance their technical expertise and to reinforce and support one another in achieving client
objectives.
The firm's Public Finance Department is organized on a national level to coordinate delivery of the
best expertise to individual clients and to ensure that the firm's professional standards are maintained.
Within the firm, more than 110 lawyers devote substantially all or a major part of their practice to public
finance.
This proposal, submitted in response to Request for Statements of Qualifications Number 18-14,
contains Kutak Rock's qualifications to serve as bond counsel to the City of Fayetteville (the "City") for a
five-year term. We have responded in sequence to the information requests in section E.8 of the City's
RFQ.
1 kutnkruck.com I .\ugust 30, ?018
4845-1378-5456.2
KUTAKROCK Qualifications to Provide Bond Counsel Services to
City of Fayetteville, Arkansas
EXECUTIVE SUMMARY
Kutak Rock is pleased to have this opportunity to submit our qualifications to serve as bond counsel
to the City of Fayetteville. The attached proposal contains our credentials for serving as bond counsel for
various types of financings and identifies attorneys in the firm who are qualified to provide the requested
services.
Kutak Rock is a nationally recognized public finance law firm with offices in 18 cities, including
offices in Little Rock, Fayetteville and Rogers, Arkansas. Attorneys based in the Little Rock office would
be responsible for providing most of the bond counsel services to the City.
In Arkansas, the firm has served as bond counsel, special tax counsel, underwriter's counsel,
disclosure counsel and credit enhancer's counsel in financings for a wide variety of municipal and state
projects. Firm records show that Kutak Rock has provided services in more than 500 Arkansas bond issues
with an aggregate principal amount exceeding $13 billion. Kutak Rock served as bond counsel in more
than 275 of such financings aggregating more than $5.3 billion.
In recent years the firm has served as bond counsel to a number of Arkansas municipal entities in
connection with their public financings. Such issuers include the City of Fayetteville, the City of Little
Rock, the City of North Little Rock, the City of Conway, the City of Clarksville, the City of Texarkana, the
City of Mountain Home, the City of Lowell and the City of Tontitown, among many others.
We have been pleased to serve as bond counsel to the City since 2002 in connection with its Sales
and Use Tax Capital Improvement Bond program for seven new -money issues and one refunding (in two
series) aggregating $187.3 million and $72 million, respectively. In addition, we note that Gordon
Wilbourn, the partner proposed to serve as the lead attorney for the City's financings, has served as lead
bond counsel to the City for a total of 23 issues since 1999 with an aggregate principal amount exceeding
$368 million.
Kutak Rock has participated in more than 375 tax -backed revenue bond issues having a total
principal amount of more than $18 billion, having served as bond counsel for sales tax revenue bond issues
of the Cities of Fayetteville, Conway and Clarksville, Arkansas, the Los Angeles County Metropolitan
Transportation Authority, the State of Illinois, the Cities of Boulder and Colorado Springs, Colorado and
the Cities of Wichita and Overland Park, Kansas, among many others.
The firm has also accrued significant experience providing legal services to municipal issuers of
debt to finance water and sewer system projects. In the last five years alone, Kutak Rock has provided legal
services in more than 275 bond issues for water and sewer facilities having an aggregate principal amount
exceeding $12.6 billion for issuers large and small —for states and major metropolitan areas as well as
townships and villages.
Kutak Rock has taken part as bond counsel, underwriter's counsel or special tax counsel or in
miscellaneous other roles in more than 600 financings involving tax anticipation notes (TANs), tax and
revenue anticipation notes (T.RANs), commercial paper and similar short-term financing instruments.
These transactions, completed for state and local governments in 38 states and the District of Columbia,
have an aggregate principal amount in excess of $58.3 billion. We have been gratified to serve as bond
counsel to the City and to various other Arkansas cities and counties in connection with numerous short-
term general obligation (Amendment 78) and special revenue (Amendment 65) financings.
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4845-1378-5456.2
`ualifications to Provide Bond Counsel Services to
KUTAKROCK
Cite of Fayetteville, Arkansas
The attorneys we propose to provide services to the City are highly experienced lawyers with
expertise in Arkansas state law and in sales and use tax and revenue bond financings, water and wastewater
finance and general obligation bonds, as well as financings with industrial development or economic
development authorities, community development authorities and regional jail authorities. Gordon
Wilbourn, who would coordinate matters with the City, has many years' experience as bond counsel to
Arkansas municipalities. Jim Hathaway, another veteran bond lawyer in our Little Rock office, also has
broad experience with a variety of types of financings. These local Arkansas lawyers are backed up by a
group of more than 110 public finance lawyers nationwide whose expertise is readily available to assist
with any unusual issue that may arise in connection with a City financing.
The firm has a nine -member Internal Revenue Code Section 103 (tax-exempt public finance) Tax
Department that works as a well -coordinated unit, sharing viewpoints on tax issues and coming to a
consensus on difficult questions. Matters related to arbitrage are a major area of their expertise. The firm
maintains a separate subsidiary that prepares arbitrage rebate calculations for scores of issuer clients.
We respectfully submit our widely ranging experience in governmental finance, our thorough
understanding of federal and state securities laws and our overall expertise in tax-exempt bond finance as
Kutak Rock's primary qualifications to serve as bond counsel to the City.
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4845-1378-5456.2
KUTAKROCK Qualifications to Provide Bond Counsel Services to
Cite of Egetteville,.Arkansas
STATEMENT OF QUALIFICATIONS
B. RESUMES OF KEY PERSONNEL
Should Kutak Rock be appointed bond counsel to the City, the firm would assign Gordon M.
Wilbourn, Jim Hathaway and Larry L. Carlile to the engagement with the City. Mr. Wilbourn would
serve as the lead attorney for the engagement, coordinate the participation of other members of the working
group and act as the principal contact person at the firm for City officials. Mr. Hathaway would assist
Mr. Wilbourn with legal research and document preparation. Mr. Carlile, one of the firm's public finance
tax practitioners, would conduct the tax analysis and prepare all necessary tax opinions. Brief resumes of
members of this group follow.
Gordon M. Wilbourn, a partner of Kutak Rock, practices in the firm's Little Rock office. Until
early 1998 Mr. Wilbourn was a partner in the Rose Law Firm in Little Rock, conducting a transactional
practice in the areas of public finance and corporate finance. He has more than 30 years of experience
serving as bond counsel and underwriter's counsel in a variety of public finance transactions that include
water and sewer, general obligation, utility revenue, sales and use tax, tax increment, special assessment,
hospital, higher education, multifamily, exempt facility and industrial development issues. Mr. Wilbourn
has significant experience in all phases of the financing process, from providing legal advice on financing
structures and techniques through the final preparation of bond transaction documents. He has led the
firm's bond counsel representation of the City of Fayetteville since 1999. In addition, he has served as
disclosure counsel to multiple Arkansas municipalities and counties. In addition to Fayetteville,
Mr. Wilbourn has served as bond counsel on numerous financings for such issuers as the Cities of Little
Rock, Conway, Texarkana, Clarksville, Lowell and Mountain Home, among others. In addition, he has
participated as bond counsel or underwriter's counsel for various types of bonds issued by the Arkansas
Development Finance Authority. He was named a leading lawyer in his practice area in the 2018 Edition
of Chambers USA: America's Leading Lawyers for Business. He was also selected for inclusion in the
2017 edition of the Arkansas Times Best Lawyers in Arkansas and was recently recognized by his peers as
Lawyer of the Year in Arkansas Public Finance, as published by The Best Lawyers in America.
Mr. Wilbourn earned a B.S.B.A. in accounting from the University of Arkansas at Fayetteville in 1983, an
M.B.A. from Southern Methodist University in 1984 and a J.D. from the University of Arkansas School of
Law in 1987. He is also a certified public accountant (inactive). He is admitted to practice in Arkansas
and is a member of the National Association of Bond Lawyers.
Jim Hathaway joined Kutak Rock as a partner in 2002 after 17 years of public finance experience
with the Little Rock law firms of Williams & Anderson and Wright, Lindsey & Jennings. During his years
of public finance work, Mr. Hathaway has accrued significant experience in all phases of the bond financing
process and has worked as bond counsel, issuer counsel, underwriter counsel and trustee counsel in many
types of financings and as disclosure counsel for the Arkansas Development Finance Authority ("ADFA").
Mr. Hathaway has represented numerous issuers in Arkansas, including ADFA and the Arkansas Student
Loan Authority. He has also served as bond counsel on major financings for the University of Arkansas,
including issues to fund major improvements to parking and other educational facilities on the UAMS,
UALR and Fayetteville campuses.
He has extensive experience with Arkansas energy law, serving as draftsman for the energy
efficiency bond portions of Amendment 89 to the Arkansas Constitution. Mr. Hathaway also participated
in the drafting of Act 554 of 2013 and was the primary draftsman for Act 1252 of 2013, which authorizes
ADFA to issue energy efficiency bonds on behalf of state agencies. He is a member of the National
Association of Bond Lawyers ("NABL") and the Federal Energy Bar Association. Mr. Hathaway is a
graduate of the Greater Little Rock Chamber of Commerce's Leadership Institute, and a past president of
4 1 kUttAkrock.CQTII � .August 30, 2018
4845-1378-5456.2
Qualifications to Provide Bond Counsel Services to
KUTAKROCK
Cih, of Fayetteville, Arkansas
the Leadership alumni organization. For the last 11 years he has been named a leading lawyer in his practice
area in Chambers USA: America's Leading Lawyers for Business, and he was included in the 2017 edition
of the Arkansas Times Best Lawyers in Arkansas. Mr. Hathaway previously served as president of the
UALR Bowen School of Law Alumni Board and currently serves on the Board of Directors of VOCALS.
He received his B.A. from Vanderbilt University in 1979 and his J.D., with high honors, from the University
of Arkansas at Little Rock Bowen School of Law in 1986. He was Survey Editor of the UALR Law Journal
while in law school. He is admitted to practice in Arkansas.
Larry L. Carlile, a partner in the firm's Denver office, concentrates his practice in Section 103 tax
issues and has particular expertise in matters related to arbitrage and refundings. Mr. Carlile has more than
40 years' experience in computer -based financial analysis and the legal structuring of numerous types of
public financings, including major infrastructure projects; water utility issues; single-family and
multifamily housing issues; higher education financings; public electric power issues; hospital financings;
industrial development and pollution control issues; equipment and other asset pool financings; and a wide
variety of other municipal facilities financings. He has provided the tax analysis for numerous Arkansas
bond issues. He has also been an active participant in numerous seminars and lecture programs in public
finance and tax. Mr. Carlile is a former Chairman of the Task Force on Arbitrage Rebate Rules for the Tax
Exempt Financing Committee of the ABA Section of Taxation and a former Chairman of the Arbitrage/Tax
Seminar of the National Association of Bond Lawyers ("NABL"). He is a former vice chair of NABL's
General Tax Committee and a former chair of the Housing Finance Task Force within the ABA Tax Section,
Committee on Tax-exempt Finance, and in the latter position was responsible for preparing
recommendations to the IRS for regulatory changes affecting housing finance. He received a B.S., with
highest honors, from the University of Kansas in 1970 and a J.D. in 1975 from the University of Chicago.
He joined Kutak Rock in 1975.
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4845-1378-5456.2
KUTAKROCK Qualifications to Provide Bond Counsel Services to
City of Fayetteville, Arkansas
C. MUNICIPAL BOND COUNSEL CLIENTS
Following is a representative list of cities, counties and municipal financing authorities for which
Kutak Rock serves as bond counsel in either an ongoing capacity or in discrete transactions. A completed
Vendor References Form is included in Appendix A.
City of Conway, Arkansas
City of Fayetteville, Arkansas
° City of Little Rock, Arkansas
° City of Mountain Home, Arkansas
Van Buren County, Arkansas
The Industrial Development Authority
of the County of Maricopa, Arizona
° City of Bakersfield, California
° City and County of San Francisco,
California
City of Long Beach, California
° City of Los Angeles, California
° Department of Airports of the City of
Los Angeles
° Los Angeles County Metropolitan
Transportation Authority
° Los Angeles Harbor Department
Port of Long Beach, California
San Diego County Regional Airport
Authority
° City of Boulder, Colorado
° City of Colorado Springs, Colorado
City and County of Denver, Colorado
County of Boulder, Colorado
° El Paso County, Colorado
° Urban Residential Finance Authority of
the City of Atlanta, Georgia
° Bloomington -Normal Airport Authority
of McLean County, Illinois
° City of Chicago, Illinois
Cook County, Illinois
° City of Overland Park, Kansas
° City of Shawnee, Kansas
° Johnson County, Kansas
° Water District No. I of Johnson County,
Kansas
Housing Opportunities Commission of
Montgomery County, Maryland
° Minneapolis -St. Paul Metropolitan
Airports Commission
° Airport Authority of the City of Omaha
° City of Omaha, Nebraska
° Douglas County, Nebraska
Omaha Public Power District
Incorporated County of Los Alamos,
New Mexico
° City of Hampton, Virginia
° City of Virginia Beach, Virginia
City of Janesville, Wisconsin
° City of Madison, Wisconsin
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4845-1378-5456.2
Qualifications to Provide Bond Counsel Services to
KUTAKROCK
City of Fayetievillc, Arkansas
D. OTHER INFORMATION
Information about Kutak Rock's public finance practice is included in our response to section E.1
below. Following is further information about various firm practice areas which are peripheral to a
traditional bond counsel practice. While a number of these specialties may be inapplicable to the City's
immediate contemplated financings, others may be particularly relevant.
Tax Expertise
One of Kutak Rock's greatest strengths is its highly respected tax expertise in the area of tax-
exempt financing. Kutak Rock's nine Section 103 tax lawyers devote substantially all of their time to tax
matters related to tax-exempt financings. This group is involved in hundreds of tax-exempt financings each
year. On a daily basis, they interact with issuers, investment bankers, financial advisors, credit providers
and lawyers within the firm and in other firms and are frequently in contact with the staff and policy makers
at the Internal Revenue Service and the Department of the Treasury.
Every week the members of the Kutak Rock Public Finance Tax Department convene by
conference call to discuss current financings in which the firm is involved. Members of the department use
this forum to raise unusual or difficult questions concerning the tax implications of ongoing transactions
and to solicit the counsel of their colleagues. By concentrating the expertise of all the firm's tax lawyers in
this way, the essential elements of a transaction are more likely to become clarified, and a resolution of the
issue is more likely to emerge. The firm's use of a group dynamic has been a highly successful approach
to resolve what often appear to be intractable problems.
The group approach also serves to keep the firm's tax attorneys fully coordinated with respect to
the firm's articulated positions on tax questions that arise repeatedly.
An excellent indicator of the firm's tax expertise is the number and quality of the bond structures
developed by the firm's tax lawyers. Kutak Rock developed the current floating rate tender bond program,
convinced the IRS that a swap contract should be integrated with a floating rate bond issue with a resulting
fixed "yield," developed a contingent interest structure in which the contractor for a major toll road received
contingent interest, and developed numerous advance refunding techniques replicated by many bond
counsel firms.
Members of the Public Finance Tax Department frequently address client questions with regard to
private use of bond -financed facilities. The depth and breadth of the group's experience is an important
resource for clients who face unpredictable challenges in attempting to make the best use possible of their
facilities within the bounds of applicable tax law. The firm's tax lawyers have obtained a number of positive
rulings from the IRS on private use matters.
Kutak Rock serves as special tax counsel in bond financings to a number of municipal issuers. In
such role the firm provides the requisite tax analysis and renders an opinion as to the tax-exempt status of
the bonds being issued. Thomson Reuters began publishing national rankings for special tax counsel only
in 2015. Following are the rankings for Kutak Rock (based on dollar total):
National Special Tax Counsel Rankings
Year I Rank I Number of Issues I Dollar Total
2017
4845-1378-5456.2
23
$1.25 billion
7 1 kutnkiock.com � .Au�usr30,2018
KUTAKROCK (qualifications to Provide Bond Counsel Scivices to
City of Fayetteville, Arkansas
2016
4
21
$1.25 billion
2015
10
34
$820.2 million
Arbitrage Rebate
In order to assist trustees and issuers to comply with arbitrage rebate requirements, Kutak Rock
and its affiliate, Kutak Rock Arbitrage Consulting LLC, have assembled a team of tax attorneys,
accountants, financial analysts and other professionals to prepare rebate calculations and deliver opinions.
From a mechanical standpoint, Kutak Rock Arbitrage Consulting LLC's rebate determination involves a
demanding accounting process. From monthly statements provided by the trustee or issuer, the firm will
establish the consolidated investment activity for a particular tax-exempt issue. This process requires a
complete understanding of the financial aspects of the transaction and comprehensive review of the
underlying legal documents. The process may be reviewed by bond counsel or special tax counsel other
than Kutak Rock. Any underpayment of arbitrage rebate adversely impacts not only the taxability of the
issuer's bonds but also the issuer's future cash flow. The federal government has revised the rebate rules
no fewer than five times since 1986. Taking advantage of benefits permitted by arcane rules in such
calculations can often save issuers hundreds of thousands of dollars.
Our arbitrage rebate professionals regularly review rebate calculations performed by others on
behalf of our issuer clients, often resulting in significant reductions in the rebate obligations calculated by
such other professionals.
This group also has the capacity to perform standard yield calculations and is often called upon to
do so in complex transactions such as advance refundings, where complex transferred -proceeds algorithms
are dictated by the federal tax laws.
Audits
Kutak Rock has extensive experience in compliance with tax, disclosure and document matters.
The firm is regularly retained to represent issuers —and other parties —in tax audits, including bond audits.
A Kutak Rock partner in the Washington, D.C. office was formerly an IRS enforcement agent, and the firm
regularly calls on his expertise in IRS procedural matters to resolve issues on a quick procedural basis to
avoid time-consuming (and costly) resolutions on the merits.
Blue Sky
An important adjunct to the public finance practice is the firm's national Blue Sky Department.
Blue Sky regulations exist in each of the 50 states, and compliance with these widely varying laws is an
essential component to virtually every transaction involving the registration, offering and sale of securities.
Although preempted by federal legislation in many instances, in some cases notice filings and payment of
filing fees may still be required by certain states, depending on the type of security being issued.
Disclosure Expertise
As one of the nation's most active firms in the municipal disclosure arena (as evidenced by the
firm's consistently high national ranking as disclosure counsel, noted above), Kutak Rock's public finance
attorneys have developed an ongoing familiarity with market and regulatory expectations and
developments, expertise in the conduct of due diligence investigations, and experience in the evaluation of
information for materiality and the SEC -recommended development of disclosure -related procedures and
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4845-1378-5456.2
Qualifications to Provide .Bond Counsel Scrviccs to
KUTAKROCK
Cin. of Fayetteville, Ark=sas
staff training. The firm regularly advises government officials concerning the preparation of disclosure
documents for primary offerings and secondary market continuing disclosure filings, as well as the making
of public and private statements relevant to disclosure during press conferences and presentations.
Kutak Rock has a concrete, firmwide system in place to monitor and keep abreast of regulatory
requirements so that our attorneys and our clients stay informed of regulatory disclosure requirements. Our
broad market knowledge and penetration ensures that we can assist our clients to understand regulatory
trends, learn quickly of specific developments and be aware of practical developments as they occur across
the country.
The firm regularly submits comments to the SEC and others regarding proposed rules and
regulations affecting the municipal market. For example, on September 18, 2013 the SEC adopted its final
Rule (the "MA Rule") addressing who is a "Municipal Advisor" and setting forth the regulatory registration
scheme. Kutak Rock commented extensively on both the interim MA Rule and the Proposed MA Rule,
and in the commentary to the Final MA Rule the SEC cited the firm's suggestions more than 35 times —
more than any other law firm. Previously, on May 26, 2010 the SEC approved a final amendment
expanding the scope and reach of Rule 15c2-12, which mandates post -closing continuing disclosure. On
that occasion Kutak Rock submitted comments to the proposed amendments. The SEC referenced
Kutak Rock's comment letter nearly 40 times in its adopting release; Kutak Rock was the only law firm
cited therein. Through such interaction with the regulators, our firm not only monitors developments, but
also acts as a voice for our clients on important issues.
The role of disclosure counsel in an individual transaction versus an ongoing period of time
comprised of related transactions is substantively different. In all transactions, whether the former or the
latter, disclosure counsel assists the issuer in complying with securities laws and regulations. However, the
role of disclosure counsel in an ongoing relationship extends beyond the transaction to assisting the issuer
in implementing procedures, fulfilling secondary market continuing disclosure obligations and assuring
itself that at all times, even between transactions, it is in compliance with applicable laws and regulations.
In a transactional engagement, the role is akin to analyzing a snapshot of the issuer's disclosure. In an
ongoing relationship, the role is like watching a movie of the issuer's disclosure with continuous footage.
The role of disclosure counsel is especially important at a time when the SEC is expanding its
scrutiny of municipal disclosure, as illustrated by recent enforcement actions and inquiries regarding
pension disclosure, federal legislation, including the Dodd -Frank Act, rulemaking, such as the expansion
of Rule 15c2-12, and statements by SEC staff in various forums to the effect that the SEC is expanding its
authority over the municipal markets. While much of the existing authority the SEC and Municipal
Securities Rulemaking Board ("MSRB") have over the municipal market runs to underwriters and market
participants other than bond issuers, it is important for bond issuers to keep abreast of such regulatory
requirements, as they significantly impact bond issuance, and some regulatory requirements are, of course,
passed on to bond issuers through contractual mechanisms in bond purchase contracts and elsewhere.
Recent SEC actions against municipal officials underscore the SEC's intentions.
Real Estate
Kutak Rock also draws on its expertise in related areas of finance when acting as bond counsel.
For instance, the firm's national real estate practice has more than 65 lawyers actively engaged in the
practice of commercial real estate lending, real estate and related aspects of bankruptcy and commercial
law. Attorneys practicing in these areas provide service for a full spectrum of commercial activities in all
50 states. Clients of this practice area represent all segments of the real estate lending and development
industry, including banks, insurance companies, pension funds, credit enhancers, construction contractors,
developers, financial institutions, investors, investment advisors, investment bankers, lenders, lessors and
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KUTAKROCK (qualifications to Provide Bond Counsel Seii�ices to
City of Fayetteville, Arkansas
lessees, mortgage conduits, property managers, publicly owned real estate funds and real estate investment
trusts (REITs). This extensive experience can be most useful when our clients are developing new
multifamily housing programs or need to address real estate issues that arise from time to time.
SEC Regulatory Practice
In the disclosure/SEC area the firm has an extensive technical and litigation practice. On the
technical side, the firm regularly deals with questions involving disclosure and SEC -related matters; in fact,
over the last 20 years the firm has acted as underwriter's counsel on more municipal bond financings than
any other law firm in the country. Moreover, the firm has an active SEC underwriter/issuer litigation
defense practice, headed by attorneys who previously worked for the SEC. As part of its proactive practice,
the firm also prepared and distributed to its municipal issuer clients a summary of the SEC's position and
several suggested simple procedures an issuer can implement to address the SEC's concerns.
Securitization
The firm's vast experience in both the municipal bond and taxable securitization areas gives it a
unique perspective on the national bond and structured finance/securitization markets. This is underscored
by the firm's extensive practice of working with underwriters, particularly on new products. For example,
the firm was counsel on the first floating rate bonds, the first floaters/inverse floaters and the first floaters
issued without a liquidity provider.
Securities Laws
The firm is nationally recognized for its experience in bond -related federal securities laws, as well
as federal and state tax laws. In the last 35 years the firm has been in the forefront of determining the
interplay between federal securities laws, particularly the registration provisions thereof and the new Rule
15c2-12 matters, and municipal bonds. For example, the firm obtained the initial SEC no -action letters on
municipal bond insurance, on municipal bond participations, on market rate (80-20) multifamily financings
and on FDIC/FSLIC-backed multifamily bonds. The firm was also intimately involved in the rule -making
process for Rule 15c2-12, and has advised numerous clients on its application.
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Qtuitit,crt,ons ProNrlde 15oncl C.ounscl �ervjccs ro
KUTAKROCK
Cily of Fapeucvillc, ,Arkansas
E. QUALIFICATIONS OF FIRM
Public Finance Experience
More than 110 Kutak Rock lawyers devote all or a major portion of their practice to the field of
public finance and related aspects of law. The firm has served as bond counsel in more than 11,000
municipal bond issues in all 50 states, the District of Columbia, the Virgin Islands, Guam and Puerto Rico.
No opinion of the firm with respect to the tax-exempt status of a bond issue has ever been the subject of
any court action.
The firm's national prominence is attributable in part to the large number of subspecialties it
maintains within the public finance field. These subspecialties run the gamut of tax -backed and revenue
bond debt, including traditional general obligation bond issues, tax and revenue anticipation notes,
municipal commercial paper, infrastructure financings (including water, sewer and electric bonds), clean
water and drinking water revolving funds, higher education, healthcare and other 501(c)(3) conduit
financings, special district and tax increment bonds, arena and convention center bonds, solid waste project
financings, transportation financings (including airport, mass transit, port and toll road bonds), lease
financings (including certificates of participation), single-family and multifamily housing bonds, student
loan financings and a wide variety of municipal derivative products.
To complement this expertise, Kutak Rock has a nine -member Section 103 Tax Department
(including a former IRS official) specializing in federal tax exemption matters and a number of nationally
recognized authorities in the application of the federal securities laws to public finance. The Tax
Department attorneys meet weekly via conference call to discuss current tax issues and developments as
well as to share information obtained from regular interactions with Department of Treasury and IRS
personnel. These tax attorneys also regularly handle IRS bond audits —over 300 to date.
The National Public Finance Department is purposefully organized to match this breadth of
expertise with the needs of a diverse client base. Consequently, the firm does not limit its practice focus to
one particular role. The firm routinely serves as bond counsel, special tax counsel, issuer's counsel,
disclosure counsel, underwriter's counsel, placement agent's counsel, counsel to municipal bond insurance
companies and to letter of credit banks and as borrower's counsel in conduit financings.
Kutak Rock has been listed among the most active bond counsel firms in the nation in annual
industry rankings since such statistics were first made available. Following are national rankings for the
firm for recent years as compiled by Thomson Reuters, the statistician for the public finance industry
(rankings based on dollar total):
National Bond Counsel Rankings
Year
Rank
Number of Issues
Dollar Total
First Half 2018
4
168
$5.86 billion
2017
4
470
$17.66 billion
2016
4
464
$16.48 billion
2015
5
412
$13.33 billion
2014
4
1305
$9.95 billion
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Qualifications to Provide Bond Counsel Services to
KUTAKROCK
Cite of Fayerrcville, Arknnsas
2013 1 3 283 $13.34 billion
Issuers for which the firm has served as bond counsel include traditional political bodies such as
states, counties, cities and school districts, as well as numerous special-purpose financing authorities such
as public power districts, institutions of higher education, state housing finance agencies and student loan
agencies.
Kutak Rock has acted as underwriter's counsel for every major national and most regional
investment banking firms. With respect to the variety and quantity of financings, in recent years the firm's
experience in the role of underwriter's counsel has been unmatched by any law firm. In fact, statistics
compiled by Thomson Reuters show that for the period 1992 through 2017 (cumulatively over the term)
Kutak Rock served as under-wriler's counsel in a larger number ofpublic. finance issues than any other firm
in the counhy. Following are Thomson Reuters' rankings (based on dollar total) for Kutak Rock as national
underwriter's counsel for recent years:
National Undenvriter's Counsel Rankings
Year
Rank
Number of Issues
Dollar Total
First Half 2018
7
98
$3.83 billion
2017
7
262
$11.90 billion
2016
4
287
$12.73 billion
2015
9
206
$7.44 billion
2014
3
177
$9.40 billion
2013
4
192
$7.73 billion
The firm's public finance attorneys have also developed an extraordinary expertise in analyzing the
SEC's initiatives, such as the recent MCDC Initiative, the municipal advisor rules and Rules 15Ga-1 and
15Ga-2, the conduct of due diligence investigations, the evaluation of information for materiality, the
preparation of disclosure documents and the development of disclosure policies and procedures as highly
recommended (and effectively required) by the SEC. Following are the firm's national disclosure counsel
rankings (based on dollar total) for recent years as compiled by Thomson Reuters:
National Disclosure Counsel Rankings
Year
Rank
Number of Issues
Dollar Total
First Half 2018
6
62
$2.62 billion
2017
5
167
$7.57 billion
2016
4
198
$8.75 billion
2015
4
138
$5.23 billion
2014
8
115
$3.89 billion
2013
3
112
$5.50 billion
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Qualifications to Provide Bond Counsel Seivices to
KUTAKROCK
Cite of Fayetteville, .Arkansas
Kutak Rock attorneys also take pride in their willingness to work with our clients to develop new
and inventive approaches to satisfy the needs of our clients. Rather than only being able to replicate what
other firms have done before, the firm has gained a reputation for undertaking sophisticated transactions
that involve the application of creative approaches to difficult financing problems. In the past 30 years the
firm has provided legal services in many financings that Institutional Investor magazine and The Bond
Buyer have recognized as public finance "Deals of the Year." Most recently, the firm served as
underwriter's counsel in the Great Lakes Water Authority's inaugural financing, a large issuance of water
system bonds that was named The Bond Buyer's "Midwest Deal of the Year" for 2016-17. The same year,
the firm served as bond counsel in the "Small Issuer Deal of the Year," a water system financing for the
City of Missoula, Montana. For 2013-14, The Bond Buyer recognized as its "Southwest Deal of the Year"
a large mass transit financing for a Colorado issuer in which Kutak Rock served as underwriter's counsel.
In addition to its highly active National Public Finance Department, the firm has a strong contingent
of lawyers who work in real estate, bankruptcy, banking, securities laws, litigation and other areas. These
practitioners are available to serve public finance clients of the firm as circumstances require from time to
time.
Financing Examples
As requested, we have chosen a few recent municipal issues for which we have served as bond
counsel to discuss in detail.
$9,115, 000 City of Conway, Arkansas Restaurant Gross Receipts Tax Refunding Bonds,
Series 2017 (firm's role: bond counsel)
The bonds captioned above (the "Series 2017 Bonds") were issued by the City of Conway,
Arkansas for the purpose of (i) refunding the City's outstanding Restaurant Gross Receipts Tax Capital
Improvement Bonds, Series 2007, (ii) purchasing a debt service reserve insurance policy, and (iii) paying
certain expenses in connection with the issuance of the Series 2017 Bonds. Gordon Wilbourn served as
bond counsel. The refunded Series 2007 Bonds (on which Mr. Wilbourn also served as bond counsel)
financed certain parks and trail improvements within the City of Conway.
Contact: Mr. Tyler Winningham
Finance Director
City of Conway
1201 Oak Street
Conway, AR 72032
501-513-3500, Ext. 3725
tyler.winnin gI�,iam aicityofconway.ort;
$26,970,000 City of Conway, Arkansas Sales and Use Tax Capital Improvement and Refunding
Bonds, Series 2015 (firm's role: bond counsel)
The Series 2015 Bonds captioned above (the "Bonds") refunded a series of prior bonds and
financed the costs of constructing, extending and improving certain city streets. The Bonds pay interest
semiannually and mature in the years 2016 through 2044. The Bonds are special obligations of the City
payable from collections of two separate one -eighth of one percent (0.125%) city sales and use taxes in
accordance with Amendment 62 to the Constitution of the State of Arkansas and the Local Government
Bond Act of 1985 (A.C.A. Sections 14-164-301 et seq.). Kutak Rock served as bond counsel for this
financing, with Gordon Wilbourn acting as lead attorney.
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KUTAKROCK Qualifications to Provide Bond Counsel Services to
City of Fayetteville, Arkansas
Contact Mr. Tyler Winningham
Finance Director
City of Conway
City Hall
1201 Oak Street
Conway, AR 72032
501-513-3500, Ext. 3725
tyler.winningham a cityofconway.org
$76,900,000 City of Madison, Wisconsin General Obligation Promissory Notes, Series 2017-A;
$12,950,000 City of Madison, Wisconsin Taxable General Obligation Promissory Notes,
Series 2017-B; and $13,685,000 City of Madison, Wisconsin General Obligation Corporate
Purpose Bonds, Series 2017-C (firm's role: bond counsel)
Kutak Rock serves on an ongoing basis as bond counsel to the City of Madison, Wisconsin. In
September 2017 we served as bond counsel for the public sale of three contemporaneous general obligation
issues for Madison. Each of the three issues was secured by the full faith and credit of the City, including
specific ad valorem taxes to be levied beginning in the fall of 2017.
The Series 2017-A Promissory Notes were issued as tax-exempt bonds to finance a variety of
capital improvement projects for various City departments. The Series 2017-B Promissory Notes were
issued as taxable notes to provide financing for economic development projects and the construction of a
parking structure. The Series 2017-C Bonds were issued as tax-exempt bonds and the proceeds used for
construction and maintenance of City street projects. The three issues were sold at public sale, and
Kutak Rock helped the City work through the issues that arise when taxable and tax-exempt bonds are
issued contemporaneously.
For a reference, please contact:
Contact: Kevin Ramakrishna, Esq.
Assistant City Attorney
City of Madison
Room 401
201 Martin Luther King, Jr., Boulevard
Madison, WI 53703
608-266-4511
kramakrishnaCa)cityofmadison.com
$35,880,000 City of Omaha, Nebraska Various Purpose and Refunding Bonds Series 2017A;
$33,935,000 City of Omaha, Nebraska General Obligation Refunding Bonds Series 2017B; and
$8,300,000 City of Omaha, Nebraska General Obligation Crossover Refunding Bonds
Series 2017C (firm's role: bond counsel)
Kutak Rock has served as bond counsel to the City of Omaha, Nebraska since 1984. Proceeds of
the Series 2017A bonds are being used to pay the costs of acquiring equipment and construction
improvements to streets, highways, sewers, public safety and other public parks and recreation facilities of
the City, as well as to refund certain outstanding indebtedness assumed by the city as a result of its
annexation of twelve Douglas County, Nebraska sanitary and improvement districts. The proceeds of the
Series 2017B Bonds will be used to advance refund certain outstanding indebtedness of the City as a result
of its annexations of sixteen Douglas County, Nebraska sanitary and improvement districts and certain
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Qualifications to Provide Bond Counsel Seiviccs to
KUTAKROCK
Cir r of Fayetteville, Arkansas
outstanding general obligation debt previously issued by the City. The proceeds of the Series 2017C Bonds
will be used to advance refund certain outstanding general obligation debt previously issued by the City
and to fund a portion of the interest payable on the Series 2017C Bonds.
Contact: Mr. Stephen Curtiss
Finance Director
City of Omaha Finance Department
Suite 1004
1819 Farnam Street
Omaha, NE 68183
402-444-5416
scurtiss@bcityofomaha.ora
$121,205,000 The City of Lincoln, Nebraska Lincoln Electric System Revenue Bonds Series 2018
(firm's role: bond counsel)
$116, 645, 000 The City of Lincoln, Nebraska Lincoln Electric System Revenue and Refunding
Bonds, Series 2016 (firm's role: bond counsel)
$167,800,000 Lincoln Electric System Revenue and Refunding Bonds, Series 2015A Orm's role:
bond counsel)
The Lincoln Electric System ("LES") was formed in 1966. The LES service area covers
approximately 200 square miles, of which approximately 91 square miles are within the limits of the City
of Lincoln, Nebraska. LES serves approximately 118,518 residential customers and 16,649 commercial
and industrial customers. The proceeds of the Series 2018 bonds were used to fund a debt service reserve
fund, to reimburse LES for previously incurred capital expenditures and to refund certain outstanding bonds
and commercial paper notes.
Kutak Rock participated as underwriter's counsel for LES's $277,315,000 Revenue and Refunding
Bonds, Series 2012, an issue that refunded various outstanding bond issues and commercial paper notes.
The firm subsequently assumed the role of bond counsel for LES's $75,525,000 Revenue and Refunding
Bonds, Series 2013, $167,800,000 Lincoln Electric System Revenue and Refunding Bonds, Series 2015A,
$116,645,000 The City of Lincoln, Nebraska Lincoln Electric System Revenue and Refunding Bonds,
Series 2016, $121,205,000 Lincoln Electric System Revenue Bonds, Series 2018, all of which refunded
previous outstanding bonds and commercial paper notes and, in the case of the Series 2018 Bonds,
reimbursed prior capital expenditures.
Contact: Ms. Laura L. Kapustka
Vice President and Chief Financial
Officer
Lincoln Electric System
1040 "O" Street
Lincoln, NE 68501
402-473-3300
Ikapustka QvIes.com
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KUTAKROCK Qualifications to Provide Bond Counsel Services to
Cit , of Fayetteville, Arkansas
o $12, 41 S, 000 City of Conway, Arkansas Wastewater Revenue Refunding Bonds, Series 2016
(firm's role: bond counsel)
The Series 2016 Bonds captioned above were issued by the City of Conway, Arkansas (the "City")
primarily to accomplish a current refunding of $13,305,000 outstanding principal amount of the City's
Wastewater Revenue Improvement Bonds, Series 2010. The Series 2010 Bonds were issued to finance
betterments and improvements to the Wastewater System. The Series 2016 Bonds are special obligations
of the City payable from and secured by a pledge of net revenues of the City's wastewater system and
surplus revenues of its electric system. Gordon Wilbourn served as bond counsel.
Contact: Mr. Bret Carroll
Chief Executive Officer
Conway Corporation
650 Locust Street
Conway, AR 72032
501-450-6030
bret.carroll(@conwaycorp.com
conwaycorp.com
Arkansas Public Finance
Kutak Rock has played a significant role in the public finance industry in Arkansas for many years.
The firm has provided legal services as bond counsel, special tax counsel, underwriter's counsel, disclosure
counsel and credit enhancer's counsel in financings for a wide variety of projects on the local and state
levels. In its history the firm has provided services in over 500 Arkansas bond issues having an aggregate
principal amount exceeding $13 billion. We served as bond counsel in more than 275 of such financings
aggregating more than $5.3 billion.
Kutak Rock has served as bond counsel to a number of Arkansas governmental entities in
connection with their public financings. Such issuers include the City of Fayetteville, the City of Little
Rock, the City of North Little Rock, the City of Conway, the City of Clarksville, the City of Texarkana, the
City of Mountain Home, the City of Lowelle, the City of Tontitown, the Arkansas Development Finance
Authority, the University of Arkansas, the Pulaski County Public Facilities Board, the Bentonville Housing
Authority, North Arkansas College, the Public Facilities Board of Benton County, the Saline County Public
Facilities Board, the City of Siloam Springs Public Facilities Board, the City of Rogers Residential Housing
Facilities Board, the Forrest City Public Health Facilities Board, Phillips County, Baxter County, Boone
County, Saline County, Van Buren County and Washington County, among many others. The firm has
also provided legal services as underwriter's counsel, placement agent's counsel or disclosure counsel in
significant financings of the City of Little Rock, the City of North Little Rock, the Arkansas Student Loan
Authority, Arkansas Children's Hospital, Baptist Health, Conway Regional Medical Center, Central
Arkansas Water, White River Medical Center, Washington Regional Medical Center and the Northwest
Arkansas Regional Airport Authority. Bond issues for these entities provided financing for water, sewer
and electric systems, streets and trails, higher education facilities, industrial development projects, airports,
solid waste disposal facilities, government buildings, hospitals, a stadium, a residential care center and
single-family and multifamily housing projects, among other types of facilities.
The firm has served as bond counsel to the Cities of Fayetteville and Conway in connection with
several short-term general obligation (Amendment 78) and special revenue (Amendment 65) financings.
In addition, the firm has served as counsel to North Arkansas Regional Medical Center (a facility owned
by Boone County) in connection with a number of short-term tax-exempt lease -purchase financings issued
through the Arkansas Development Finance Authority. Kutak Rock has also served as bond counsel in an
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Qualifications to Provide Bond Counscl Seii,ices to
KUTAKROCK
Cih, of Fayetteville, Arkansas
Amendment 78 financing completed for the City of Little Rock and as bond purchaser's counsel for an
Amendment 78 financing completed for the City of Hot Springs.
Experience With the City
We note that Kutak Rock has served as bond counsel to the City since 2002 in connection with its
Sales and Use Tax Capital Improvement Bond program. To date, the firm has served as bond counsel in
six such new money issuances aggregating $187.3 million. In addition, the firm has served as bond counsel
in one refunding of $72 million for the same project. All told, Gordon Wilbourn, the partner proposed to
serve as the lead attorney for the City's financings, has served as bond counsel to the City for a total of 23
issues since 1999 aggregating more than $368 million in principal amount.
Kutak Rock's long association with the City in connection with these transactions has given the
firm a familiarity with the City's procedures and goals that has proven beneficial when arranging its
financings. As members of the City's staff can attest, there have been a number of substantial and complex
challenges over the last several years in the structuring and timing of the City's bond issues so as to most
efficiently achieve the City's financing needs. We believe we have made valuable contributions as a
member of the City's financing team in this process. In addition, we have been responsive when post -
issuance questions have arisen regarding arbitrage, rebate and other tax matters, bond trustee duties,
document provisions, continuing disclosures issues, etc. The firm's tax expertise, as noted above, has been
critical in providing the correct response to many of these questions in as quick and efficient a manner as
possible.
2. Firm Principals
Following are brief biographical sketches of the Chairman and Vice Chairman of Kutak Rock.
Jay N. Selanders, a partner in Kutak Rock's Kansas City office, serves as Chair of Kutak Rock.
Mr. Selanders represents corporations, financial institutions and manufacturers in a wide range of matters
pertaining to commercial credit and lending, real estate loans and transactions and the representation of
creditors in bankruptcy. He has particular expertise in dealing with automotive finance and franchise issues,
and regularly represents lenders and franchisors in commercial transactions and bankruptcy matters across
the country. Mr. Selanders serves as national counsel to several auto finance companies, handling loan
documentation, workouts, bankruptcy and other litigation, as well as nationwide litigation management.
He received a bachelor's degree from Kansas State University in 1980, a law degree from the University
of Kansas School of Law in 1987, and a Master of Business Administration, with distinction, from the
Keller Graduate School of Management in 1995. He is admitted to practice in Missouri, Kansas and
Michigan.
David L. Amsden, the managing partner of Kutak Rock's Atlanta office and Vice Chair of
Kutak Rock, concentrates his practice in the area of state housing agency finance. Mr. Amsden serves as
ongoing bond counsel to the state housing finance agencies of Florida, Georgia, Kentucky, Minnesota,
Rhode Island and Tennessee. He has been a part of the Kutak Rock team of attorneys responsible for
developing the first tax-exempt drawdown program for the replacement refunding of single-family
mortgage bonds; the first qualified mortgage revenue bond transaction privately placed with Fannie Mae;
and the first forward delivery single-family transaction. Mr. Amsden received his B.A., with high
distinction, from the University of Maine in 1979, and his J.D., Order of the Coif, from the University of
the Pacific, McGeorge School of Law in 1982. He is licensed to practice in Georgia.
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KUTAKROCK Qualifications to Provide Bond Counsel Services to
Cite of Fayetteville, Arkansas
3. Capacity and Capability
Kutak Rock established a presence in Arkansas in 1989 when it opened its Little Rock office
primarily to develop its public finance practice in the State. Over the years that office has grown to house
22 attorneys who conduct practices in public finance, corporate, real estate, healthcare, employment law
and litigation.
In addition, in 2001 the firm opened an office in Fayetteville to serve clients in northwest Arkansas.
The Fayetteville office has also experienced significant growth and now has 26 lawyers who concentrate in
corporate, healthcare, banking, real estate and litigation matters. Most recently, in February 2016 the firm
opened an office in Rogers to facilitate services to a major corporate client. Kutak Rock's offices in central
and northwest Arkansas, offering the services of 52 attorneys, attest to the strong presence the firm has
achieved in the State.
The key to Kutak Rock's success has been the firm's persistent efforts to attract to the firm the
most qualified and accomplished lawyers available. Over many years the firm has assembled a roster of
attorneys who have the expertise the firm's clients need in order to operate their organizations most
successfully. Public finance clients of Kutak Rock often discover that the firm's multidisciplinary character
is invaluable to them when the need arises for legal services in areas other than traditional municipal
finance. The services of specialists in areas such as real estate, bankruptcy, tax credits and general corporate
law, for example, are available quickly through a communications lifeline that connects all attorneys of the
firm —a highly sophisticated computer network that features universal document accessibility and e-mail.
Using e-mail, for example, a Kutak Rock lawyer can simultaneously pose a question on an esoteric point
of law to a select group, or all, of his or her colleagues across the country and receive feedback from
attorneys who have encountered the question before. A client who engages the firm's Little Rock office in
effect engages the full apparatus of Kutak Rock's national practice.
While Kutak Rock brings national expertise to public finance engagements, the attorneys in the
three Arkansas offices bring the added complement of first-hand working knowledge of Arkansas state laws
and local practices, particularly those pertaining to bond financing. Moreover, our Arkansas lawyers are
committed to Arkansas. Most of them attended law school in Arkansas and have lived in the state for their
entire law careers. They are active in state and local causes, have intimate knowledge of the state legislative
process, and have contacts within many agencies in the State's executive branch. This local knowledge,
combined with a national expertise no other Arkansas firm can contribute, makes Kutak Rock the
best -qualified public finance counsel firm in the State.
Capacity to Provide Services
Kutak Rock's Public Finance Department is organized on a national level to coordinate delivery of
the best expertise to individual clients on a cost-effective basis and to ensure that the firm's professional
standards are maintained firmwide. The firm's technology systems permit lawyers separated by significant
distance to keep in close touch via telephone and a -mail and to access and share documents from any
computer with an Internet connection.
All engagements that Kutak Rock accepts are carried through to completion on terms acceptable to
and approved by the firin's clients. The City has the firm's assurance that Gordon Wilbourn, the
proposed lead attorney, would arrange his schedule to accommodate City officials as necessary. He
would be available for consultation with City officials as required and would adhere to any timetable
to which he would commit. We note that Mr. Wilbourn has provided bond counsel services to the City
since 1999 and thus is accustomed to working with City officials and staff members.
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Qualifications to Provide Bond Counsel Serviccs to
KUTAKROCK City of Fayetteville, Arkansas
Our team concept ensures that there would be no disruption in accommodating the City's schedule
even if the City undertakes more than one financing simultaneously. Kutak Rock has the resources for
extremely quick preparation of first drafts and efficient turnaround time. The firm's depth of attorney ranks,
large support staff and in-house support systems enable the firm to handle several matters at once with no
diminution in the quality of services rendered. In addition, the availability of experienced colleagues to
assist the responsible attorney on an emergency basis permits Kutak Rock to guarantee prompt service to
clients.
Kutak Rock built its reputation on the outstanding service it provides to clients, whether they are
located across the street or across the country. Kutak Rock expects each attorney engaged in a client matter,
including the lead partner, to be available at all times to the client. Attorneys take calls from clients directly
and return missed calls as soon as practicable on the same business day.
Most attorneys are available by smart phone and e-mail both during and after normal business
hours. Attorneys also make an effort to be available as needed during vacations or other times they are not
in the office or to provide sufficient and appropriate backup attorney support.
We make a special effort to be responsive and accommodating in the event of rush or urgent
situations. Callbacks on these types of requests will be made as soon as possible and generally within one
hour.
Firm's Technological Capabilities
In order to make the provision of services more efficient and cost-effective to our clients,
Kutak Rock devotes significant energy and resources to remaining in the forefront of legal service providers
with respect to the use of technology. The firm has made an ongoing investment in technology systems
and is continually upgrading software applications and training personnel to use the applications to their
fullest potential.
Kutak Rock currently uses the Windows 10 operating system along with the Microsoft Office 2013
suite of applications (including Word 2013, Excel 2013 and Outlook 2013). This system facilitates
document sharing among offices and document transmission to and from clients, primarily through e-mail
attachment.
Kutak Rock has on -site ability to prepare CD-ROM transcripts (sometimes in lieu of paper
transcripts and sometimes in addition to them). The CDs can be made fully searchable and printable and,
according to the manufacturer, are built to last 100 years.
Kutak Rock uses a secure cloud -based document management system that affords every member
of the firm access to all documents in the firm's document library. In addition, the document library is
accessible to any firm member from any computer with a secure internet connection. The firm has also
established extranets for many clients to provide for the secure exchange of information over the internet
as well as for case management purposes.
All computer support for the firm is provided by Kutak Rock's in-house Information Technology
Department, a group of approximately 35 staff members situated in various firm offices. The IT Department
has the ability to interface electronically with almost any computer system of a client or other outside party.
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KUTAKROCK Qualifications to Provide Bond Counsel Senices to
Cir 7 of Fa)-etteville, Arkansas
4. Firm History and Organization
Kutak Rock LLP conducts a multidisciplinary practice of law throughout the United States and
abroad. Founded as a three -lawyer practice in 1965, today more than 500 firm lawyers practice from offices
in Fayetteville, Little Rock, Rogers, Scottsdale, Atlanta, Chicago, Denver, Irvine, Kansas City,
Los Angeles, Minneapolis, Omaha, Philadelphia, Richmond, Spokane, Springfield, Washington, D.C. and
Wichita.
The firm is a limited liability partnership organized under the laws of the State of Nebraska. At
present the firm has 315 partners who share ownership of the firm. The partners invest capital in the
partnership at varying levels proportionate to their partnership interest.
Kutak Rock is organized into a number of Regional Offices, some of which include several smaller
offices. A 14-member Executive Committee composed of senior partners is responsible for the day-to-day
operation of the law firm. Each Regional Office elects its own advisory committee to manage itself.
The firm maintains expertise in the areas of public finance, affordable housing, real estate, general
corporate law, corporate finance, tax credits, litigation, securities, intellectual property and technology law,
labor and employment law, employee benefits law, securitization, tax, banking, bankruptcy, healthcare law,
insurance, antitrust, environmental law, federal practice and international trade. The attorneys of
Kutak Rock work together in integrated, national practice groups to maintain and enhance their technical
expertise and to reinforce and support one another in achieving client objectives.
The firm emphasizes prompt, practical, innovative and economical service to its clients. Many of
the firm's practice groups are organized on a national basis, a system that permits the lead attorney on a
matter to draw upon the expertise of colleagues throughout the country. Because of Kutak Rock's decision
to maintain its principal offices in less costly locales, the firm's standard rates and charges generally are
more competitive than those of similar law firms for work of comparable quality and complexity.
Kutak Rock has earned a reputation across the United States and abroad for providing excellent
legal services in a practical, cost-conscious manner. Firm lawyers actively communicate with their clients
at the initial stages of each engagement to gain a complete and clear understanding of desired objectives,
and then direct appropriate firm resources to help clients achieve those objectives in an economical and
timely fashion.
The firm strives to maintain the highest professional ethics in all its engagements. Robert Kutak,
a founder of the firm, was in the forefront of the development of professional ethics for lawyers and in the
1980s was the driving force behind the development of the new Model Rules of Professional Conduct,
which substantially rewrote the ethical provisions that had been in place for decades. In fact, the ABA
Commission that authored the new ethics rules was referred to as the "Kutak Commission."
The firm strongly believes in providing pro bono legal services and has committed firm resources
to the representation of organizations and individuals in various areas of law on numerous occasions.
Several Kutak Rock lawyers have served as government officials on the federal, state and local
levels. The attorney ranks in various offices of the firm include a former United States Senator, a former
United States Attorney and former officials of the Federal Communications Commission, Internal Revenue
Service and Department of Defense. Also on the current roster of firm lawyers are former Assistant
Attorneys General, former state agency attorneys and a Special Assistant Attorney General.
4845- 1378-5456.2 0 1 kutakrock.com I August 30,''018
Qualifications to Provide Bond Counsel Senices to
KUTAKROCK
City of Fayetteville, rArkansas
The firm is rated "AV" by Martindale -Hubbell —the highest rating that independent organization
confers on a law firm.
Kutak Rock's website at kutakrock.com contains information on every area of law in which the
firm conducts a practice as well as a profile and e-mail link for each attorney in the firm.
Firm Affiliate
Kutak Rock has been one of the very few law firms to invest in and develop and maintain an
affiliate devoted to the computer -based analysis of financial problems unique to public issuers. In that
regard, Kutak Rock Arbitrage Consulting LLC ("KR Consulting"), a wholly owned consulting affiliate
of Kutak Rock LLP, has assembled a team of professionals (accountant, financial analyst and tax attorney)
to prepare arbitrage rebate calculations. The calculations are performed in our Omaha office.
From a mechanical standpoint, KR Consulting's rebate determination involves a demanding
accounting process. From monthly statements provided by the trustee or issuer, the firm will establish the
consolidated investment activity for a particular tax-exempt issue. This process requires a complete
understanding of the financial aspects of the transaction and comprehensive review of the underlying legal
documents. The process may be reviewed by bond counsel or special tax counsel other than Kutak Rock.
Any underpayment of arbitrage rebate adversely impacts not only the tax treatment of interest on the issuer's
bonds but also the issuer's future cash flow. The federal government has revised the rebate rules no fewer
than five times since 1986. Taking advantage of benefits permitted by arcane rules in such calculations can
often save issuers hundreds of thousands of dollars.
KR Consulting prides itself on developing innovative, hand -tailored solutions to the problems and
challenges faced by its clients.
Since 1986, KR Consulting, under the guidance of the firm's Public Finance Tax Department, has
calculated and reported on the arbitrage rebate for over 3,000 tax-exempt bond issues aggregating over
$50 billion. These services have focused on minimizing the arbitrage rebate liability in all types of rebate
situations, including those involving fixed rate bond issues, variable rate bond issues and exceptions from
rebate such as the six-month, 18-month and two-year expenditure exceptions.
KR Consulting also has the capacity to perform standard yield calculations and is often called upon
to do so in complex transactions such as advance refundings, where complex transferred -proceeds
algorithms are dictated by the federal tax laws.
Our arbitrage rebate professionals also regularly review rebate calculations performed by others on
behalf of our issuer clients, often resulting in significant reductions in the rebate obligations calculated by
such other professionals.
Equal Employment Opportunity
Kutak Rock complies fully with all government regulations regarding nondiscriminatory employee
practices.
It is and will continue to be the policy of Kutak Rock to provide equal opportunity to all employees
and applicants for employment without regard to age, sex, race, color, national origin, religion, disability,
veteran's status or any other protected characteristics or status as established by law. This policy of Equal
Employment Opportunity applies to all policies and procedures relating to recruitment and hiring,
21 1 kutakrock.com I ,August 30, 1'018
4845-1378-5456.2
KUTAKROCK Qualifications to Provide Bond Counsel Services to
Cih, of Fayetteville, Arkansas
compensation, benefits, termination and all other terms and conditions of employment. It is further the
policy of the firm to comply with the letter and spirit of all applicable federal, state and local statutes
concerning equal employment opportunity.
Kutak Rock has adopted an Affirmative Action Plan to assure the fulfillment of this policy. This
plan is available upon request. Federal, state and local government nondiscrimination posters, as well as
the firm's policy statement, are displayed in conspicuous locations in all facilities where notices to
employees and applications for employment are customarily placed.
The firm takes appropriate action to ensure that the rights of individuals to file complaints, furnish
information or participate in an investigation or other activity related to equal employment opportunity laws
will be respected and not interfered with in any manner. All employees are protected from coercion,
intimidation, interference or discrimination for opposing any employment practice made unlawful by
federal, state or local law.
References in notices, advertisements, forms and specifications relating to recruitment and hiring,
compensation, benefits, termination and all other terms and conditions of employment shall not indicate
any preference, limitation or discrimination based on age, sex, race, color, national origin, religion,
disability, veteran's status or any other protected characteristics or status as established by law.
Commitment to Diversity
Kutak Rock opened its doors in 1965 with a stated commitment to a diverse and equal opportunity
work environment and to improving diversity in the legal profession. That early commitment continues
today in firmwide structures, such as the firm's national inclusiveness and diversity committee, successive
three-year firmwide inclusiveness and diversity strategic plans and annual tactics, and multiple
inclusiveness engagement groups designed to encourage every person at Kutak Rock to take responsibility
for enhancing the firm's inclusive and diverse working environment. As a result, nearly half (49%) of the
firm's attorneys are women or members of other diverse groups, and the firm enjoys a higher -than -average
retention rate for women, people of color and women of color in particular.
A particular area of excellence at the firm is partner promotion. Currently, Kutak Rock has more
racial and ethnic minority partners than the national average; LGBTQ+ partners at over two times the
national average; partners with disabilities at over eight times the national average; and more women
partners than the national average. According to various organizations, Kutak Rock is a "Best Law Firm
for Minority Attorneys," "Best Law Firm for LGBTQ Equality" and a "Ceiling Smasher" for women
partners. The firm is Gold Certified by the Women in Law Empowerment Forum, which is based on
whether the firm meets or exceeds four of eight benchmarks for equality for women attorneys: Kutak Rock
met or exceeded all eight.
The firm's strategic plan supports an inclusive work environment with internal goals for
networking, communication, equal opportunity and compositional diversity. The plan supports diversity
in the legal profession as a whole, with external goals related to pipeline activities with youth and college
students in communities in which the firm has offices and service in national organizations. Nationally, the
firm partners with and serves organizations such as ACE Mentoring, Center for Legal Inclusiveness,
Corporate Counsel of Women of Color, DRI's Diversity for Success Seminar, Hispanic National Bar
Association, Hispanic National Bar Foundation, Leadership Council on Legal Diversity, National Asian
Pacific American Bar Association, National Association of Women Lawyers and National Bar Association.
Kutak Rock attorneys lead and serve on committees and task forces of state and metropolitan bar
associations and other diversity and inclusiveness initiatives across the United States.
22 1 1QIr7k1'OC1<.C011l 1 A11gL1st 30, ?p'18
4845-1378-5456.2
APPENDIX A
VENDOR REFERENCES
4845-1378-5456 2
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION C: Vendor References
The following information is required from all firms so all statements of qualification may be reviewed and properly evaluated
COMPANY NAME: Kutak Rock LLP
NUMBER OF YEARS IN BUSINESS: 53 HOW LONG IN PRESENT LOCATION: 29
TOTAL NUMBER OF CURRENT EMPLOYEES: 893 FULL TIME 69 PARTTIME
NUMBER OF EMPLOYEES PLANNED FOR THIS CONTRACT: 3 FULLTIME PART TIME
PLEASE LIST FOUR (4) REFERENCES THAT YOU HAVE PREVIOUSLY PERFORMED CONTRACT SERVICES FOR WITHIN THE PAST FIVE (5)
YEARS (All fields must be completed):
1. City of Conway, Arkansas
COMPANY NAME
1201 Oak Street, Conway, AR 72032
CITY, STATE, ZIP
Mr. Tyler Winnginham, Finance Director
CONTACT PERSON
501-513-3500 ext. 3725
TELEPHONE
FAX NUMBER
tyler winninghamta'Dcityof conway org
E-MAIL ADDRESS
3. City of Madison. Wisconsin
COMPANY NAME
Room 401, 201 Martin Luther King, Jr. Blvd.
Madison, WI 53703
CITY, STATE, ZIP
Kevin Ramakrishna. Esq.
CONTACT PERSON
608-266-4511
TELEPHONE
FAX NUMBER
kamakrishna@cityofmadison.com
E-MAIL ADDRESS
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 11 of 18
2. City of Omaha Finance Department
COMPANY NAME
1819 Farnam Street, Suite 1004
Omaha. NE 68183
CITY, STATE, ZIP
Mr. Stephen Curtiss, Finance Director
CONTACT PERSON
402-444-5416
TELEPHONE
FAX NUMBER
scurtiss@cityofomaha.org
E-MAIL ADDRESS
4. Arkansas Development Finance Authoritv
COMPANY NAME
900 West Capital Avenue, Suite 310
Little Rock. AR 72201
CITY, STATE, ZIP
Mr. Robert "Ro" Arrington
CONTACT PERSON
501-682-5910
TELEPHONE
FAX NUMBER
robert.arrington@adfa.arkansas.gov
E-MAIL ADDRESS
APPENDIX B
CITY OF FAYETTEVILLE
SIGNATURE SUBMITTAL
4845-1378-5456 2
City of Fayetteville
RFQ 18-14, Bond Counsel
SECTION D: Signature Submittal
1. Disclosure Information
Proposer must disclose any possible conflict of interest with the City of Fayetteville, including, but not limited to, any
relationship with any City of Fayetteville employee. Proposer response must disclose if a known relationship exists
between any principal or employee of your firm and any City of Fayetteville employee or elected City of Fayetteville
official.
If, to your knowledge, no relationship exists, this should also be stated in your response. Failure to disclose such a
relationship may result in cancellation of a purchase and/or contract as a result of your response. This form must be
completed and returned in order for your bid/proposal to be eligible for consideration.
PLEASE CHECK ONE OF THE FOLLOWING TWO OPTIONS, AS IT APPROPRIATELY APPLIES TO YOUR FIRM:
X 1) NO KNOWN RELATIONSHIP EXISTS
2) RELATIONSHIP EXISTS (Please explain):
I certify that; as an officer of this organization, or per the attached letter of authorization, am duly authorized to certify
the information provided herein are accurate and true; and my organization shall comply with all State and Federal
Equal Opportunity and Non -Discrimination requirements and conditions of employment.
2. Additional Information
At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the
firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-
mail address, and phone number (preferably a cell phone number) where the City selection committee can call for
clarification or interview via telephone.
Name of Firm: Kutak Rock LLP
Name of Primary Contact: Gordon M. Wilbourn
Title of Primary Contact: P
Phone#1 (cell preferred): 501-517-5184 Phone#2: 501-975-3101
E-Mail Address:_gordon.wilbourn(aD-kutakrock.com
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 12 of 18
3. Please acknowledge receipt of addenda for this invitation to bid, request for proposal, or request for qualification by
signing and dating below. All addendums are hereby made a part of the bid or RFQ documents to the same extent as
though it were originally included therein. Proposers/Bidders should indicate their receipt of same in the appropriate
blank listed herein. Failure to do so may subject vendor to disqualification.
ADDENDUM NO. I SIGNATURE AND PRINTED NAME I DATE ACKNOWLEDGED I
4. As an interested party on this project, you are required to provide debarment/suspension certification indicating in
compliance with the below Federal Executive Order. Certification can be done by completing and signing this form.
Federal Executive Order (E.O.) 12549 "Debarment and Suspension" requires that all contractors receiving individual
awards, using federal funds, and all sub -recipients certify that the organization and its principals are not debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency
from doing business with the Federal Government.
5. Signature certifies that neither you nor your principal is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.
6. SUB CONSULTANTS AND TEAM INFORMATION:
Proposer, hereby certifies that proposals from the following consultants were used in the preparation of this statement of
qualification. Proposer also agrees if the following subcontracts are approved, Proposer shall not enter into contracts with
others for these divisions of the work without prior written approval from the City of Fayetteville. Proposer shall attach
additional pages if necessary.
Type of Work: Not applicable
Subcontractor's Name:
Arkansas License No:
Address:
Date Firm Established:
Percentage of Work: _
Type of Work:
Subcontractor's Name:
Arkansas License No:
Address:
Date Firm Established:
Percentage of Work:
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 13 of 18
Questions regarding this form should be directed to the City of Fayetteville Purchasing Division.
NAME: Gordon M. Wilbourn
COMPANY: Kutak Rock LLP
PHYSICAL ADDRESS: Suite 2000, 124 West Caoitol Avenue. Little Rock. AR 72201-3706
MAILING ADDRESS: Same
TAX ID#: 47-0597598 DUNS#: 07-800-6301
PHONE: 501-975-3000 FAX: _501-975-3001
E-MAIL: gordon.wilbourn c(D.kutakrock.com
Signed by:
SIGNATURE:
PRINTED NAME: NAME : Gordon M. W
TITLE:
DATE: August 30, 2018
City of Fayetteville, AR
RFQ 18-14, Bond Counsel
Page 14 of 18
RFQ 18-14, Appendix C
KUTAFiUG-01 AI -Li
AC�R�r DATE (MMIDD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 1 10/23/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Angela Fleege
Alliant Insurance Services, Inc. (A,°, No, Extl (312) 930-1967 {AAiC, No):
200 S Wacker Dr Ste 3030 E-MAIL
Chicago, IL 60606 ADDRESS angelaf@proquestinsurance.com
r
INSURER(S) AFFORDING COVERAGE
suREnA NautiluS InsLira rice -Company _ 1J
INSURED
INSURER B
Kutak Rock LLP
INSURER C
The Omaha Building
1650 Farnam Street
INSURER D
Omaha, NE 68102
INSURER E
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUER POIDDY!YYY`..1_JMM&P F POLICY EXPLTR I
TYPE OF INSURANCE POLICY NUMBER LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$
CLAIMS -MADE OCCUR
(EA--D
MED EXP.(Any one person
S
S
PERSONAL & ADV INJURY
$
LAGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$
POLICY �, j�7 LOC
PRODUCTS - COMP/OP AGG
OTHER:
COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY
$
ANY AUTO
BODILY INJURY (Perperson)
_$
$_
CH DULED
AUTOS ONLY SCHEDULED
BODILY INJURY (Per accident )
RED
AUTOS AUTOS ONLYe08ERTYpAMAGE
)I
$
ONLY
UMBRELLA LIAB _
OCCUR
EACH OCCURRENCE
$
EXCESS LIAB
CLAIMS -MADE
GREG1 TE
DED RETENTION $
WORKERS COMPENSATION
PER H
STATUTE_ ER
AND EMPLOYERS' LIABILITY Y I N
.
Is
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA
F EXCLUDED?
EL EACH ACCIDENT
�IcMBER
lend�t IOy n NH)
EL DISEASE -,EA EMPLOYEE. S
If yes, describe under
DESCRIPTION OF OPERATIONS below
EL DISEASE- POLICY LIMIT S
A lProf Liability I PLP1000056P-11 06/15/2018 06/15/2019 See Description
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonnl Remarks Schedule, may be attached if more Space Is required)
Insurer B: Gotham Insurance Company NAIC.*;25569 Insurer C: Scottsdale Insurance Company NAIC#41297 Insurer D: Endurance American Specialty
Insurance Company NAIC#41718 Insurer E: National Indemnity Company of Mid -America NAIC#20060
Limits of Liability in excess of $5,000,000 per Claim/$10,000,000 Aggregate
Claims -made coverage afforded on a subscription basis by scheduled Insurers A - E and other participating companies.
CERTIFICATE HOLDER
City of Fayetteville
Purchasing Division
Room 306
113 West Mountain Street
Fayetteville, AR 72701
_CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
J�
ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AcoRO� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)
10/23/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONT
_NAME: T Patt Pierce
The Harry A. Koch Co. PHONE E-MAIL 402 861-7000 No ;
P.O. Box 45279 _(Aj_c No,_Up;
Omaha NE 68145 neoaFss• Datt.oierceCdlhakco-com
INSURED
Kutak Rock LLP
1650 Farnam St
Omaha NE 68102-2186
INSURER B: Travelers Property Casualty of America 25674
INSURER C : The Phoenix Insurance Co 25623
INSURER D : Charter Oak Fire Insurance Co. 25615
INSURER E :
COVERAGES CFRTIFIrATF NI IMRFR• 9nAAAnara1 DC\/ICInKI kll Iknoeo.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUER POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE WVDPOLICY NUMBER MM/DD/VYVY MM/DD/YYYY LIMITS
C
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE n OCCUR
6309257N149
9/20/2018
9/20/2019
EACHOC_CURRENCE
$1,000,000
PREMISES nce
$750,000
MED EXP (Any oneperson)
$ 5,000
PERSONAL & ADV INJURY
$ 1 000 000
GEML AGGREGATE LIMIT APPLIES PER:
PRO -
X POLICY JECT LOC
GENERAL AGGREGATE
$ 5.000.000
PRODUCTS -COMP/OP AGG
$ 1.000.000
$
OTHER:
D
AUTOMOBILE
LIABILITY
9A4169L551
9/20/2018
9/20/2019
COMBINED SINGLE LIMIT
$ 1,000.000
X
_�Freaccident)
BODILY INJURY (Per person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
1
BODILY INJURY Per
( accident)
$
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
PROP RTY MAGE
Per accident)
$
B X
UMBRELLA LIAB I X
OCCUR
CUPBJ567763
9/20/2018
9/20/2019
EACH OCCURRENCE
$ 10.000 000
AGGREGATE
$ 10.000.000
EXCESS LIAB
CLAIMS -MADE
DEC) I X I RETENTION $,,
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I NER
UB5J681290
9/20/2018
9/20/2019
X _FER E OTH-
E.L. EACH ACCIDENT
$ 1,000,000
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
N/A
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
(Mandatory In NH)
If yes, describe under
E. L. DISEASE - POLICY LIMIT
$ 1 000.000
DESCRIPTION OF OPERATIONS below
B
Workers Compensation -CA
UB5J697908
9/20/2018
9/20/2019
EaAcc/Empl/Limit
s1MM/s1MM/$1MM
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
t.F K I IYR.A I F Mt n I )tH rAklr�l I ATI/lk1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Fayetteville
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Purchasing Division
113 West Mountain Street
AUTHOR EDREPRE7,TATIV-
Room 306
Fayetteville AR 72701
�Z`!�""r C_ f
U 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD