Restructuring support by U81d24

VIEWS: 82 PAGES: 36

									DORMITORY AUTHORITY – STATE OF NEW YORK

      REQUEST FOR PROPOSAL (“RFP”)


  HEALTHCARE RESTRUCTURING COUNSEL


              March 12, 2012
                                                                                                    Dormitory Authority of the State of New York
                                                                                                               Healthcare Restructuring Counsel
                                                                                                                                      Page 2 of 36



                                                       TABLE OF CONTENTS

Section 1 – General Information .......................................................................... 3
    A. Circumstances Leading to the Issuance of this RFP .......................................................................3
    B. Key Events/Dates ............................................................................................................................4

Section 2 – Content of Proposal ............................................................................ 4
    A.   Required Information ......................................................................................................................4
    B.   Minimum Qualifications .................................................................................................................4
    C.   Submission of Proposals .................................................................................................................4
    D.   Inquiries ..........................................................................................................................................5

Section 3 – Evaluation of Proposals ..................................................................... 5
    A.   Preliminary Review ........................................................................................................................5
    B.   Evaluation .......................................................................................................................................5
    C.   Criteria for Selection .......................................................................................................................6
    D.   Interviews........................................................................................................................................6
    E.   Board Approval...............................................................................................................................6

Section 4 – Important Information Affecting Proposers ................................... 6
    A. Proposal Requirements ...................................................................................................................6
    B. DASNY Requirements....................................................................................................................7
    C. DASNY Rights and Prerogatives....................................................................................................7

Section 5 – Diversity............................................................................................... 8
Section 6 - Engagement ......................................................................................... 9
    A. Engagement Standards; Rights of the Dormitory Authority ...........................................................9
    B. Term of Engagement.....................................................................................................................10

Items to be Completed and Returned
    PART I – Checklist of Items to be Completed and Returned .............................................................11
    PART II - Cover Letter ........................................................................................................................12
    PART III – Services and Qualifications ..............................................................................................13
    PART IV - Fee Schedule .....................................................................................................................16
    PART V – Certification Concerning Independent Proposal ...............................................................17
    PART VI – Certificate of Insurance ....................................................................................................18
    PART VII – Form W-9 .......................................................................................................................20
    PART VIII – Certification Pursuant to State Finance Law §139-j (3) and §139-k (6)(b) ....................21
    PART IX – NYS Vendor Responsibility Questionnaire For-Profit Business Entity (Non-Construction) ...24
    PART X – Code of Business Ethics – Certification ............................................................................25
    PART XI – Certification Regarding Joint Commission of Public Ethics ...........................................28
    PART XII – Certification Regarding Audit ........................................................................................29
    PART XIII – Diversity Questionnaire .................................................................................................30
    PART XIV – References .....................................................................................................................33
    PART XV – Sample Engagement Letter (for information purposes only) .........................................34
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                       Page 3 of 36



Section 1 – General Information
The Dormitory Authority of the State of New York (“DASNY” or “the Authority”) is a public benefit
corporation with governmental functions delegated to it by the State of New York (the “State”) and is
authorized to finance, design, construct and rehabilitate facilities for use by various public and private
not-for-profit entities.

DASNY’s basic enabling statute is referred to as the “Dormitory Authority Act” and is set forth in Titles
4 and 4-A of Article 8 of the Public Authorities Law of the State. In addition, pursuant to Title 4-B of
Article 8 of the Public Authorities Law, DASNY succeeded to all the powers, duties and functions of the
Medical Care Facilities Finance Agency and the Facilities Development Corporation. The enabling
statutes for these governmental entities are set forth in Chapter 6 of Title 18 of the Unconsolidated Laws
and Chapter 1 of Title 13-A of the Unconsolidated Laws.

The Authority is one of the largest issuers of tax-exempt debt in the nation and currently has several
hundred series of tax-exempt and taxable bonds outstanding. As of December 31, 2011, the Authority had
outstanding approximately $7.4 billion in bonds related to hospitals, $638 million in bonds related to
nursing homes and $25 million in bonds related to other healthcare clients.

A. Circumstances Leading to the Issuance of this RFP

    On November 28, 2011 New York’s Medicaid Redesign Team’s Health Systems Redesign Brooklyn
    Work Group (the “Work Group”) issued its report and recommendations to Health Commissioner
    Nirav Shah. The Work Group’s final report, “At the Brink of Transformation: Restructuring the
    Healthcare Delivery System in Brooklyn” (the “Report”) can be found at
    http://www.health.ny.gov/health_care/medicaid/redesign/docs/brooklyn_mrt_final_report. As set
    forth in the Report, the Work Group developed a set of findings, principles and tools to guide the
    reconfiguration of Brooklyn’s healthcare delivery system, which principles and tools are applicable to
    delivery systems around the State. The principles include the integration of systems of care and
    service delivery; restructuring to reduce waste and improve quality of care; and innovation to support
    capital and operational improvements. In addition, the Report sets forth specific recommendations
    regarding particular hospitals in Brooklyn. Restructuring of the healthcare delivery system generally,
    as well as the implementation of the specific recommendations in the Report, will affect healthcare
    institutions for which DASNY has issued bonds.

    To facilitate the implementation of the Report’s recommendations without adversely affecting the
    interests of DASNY or its bondholders and to address other issues which may arise with regard to
    either the implementation of the Report’s recommendations or other hospital restructurings in the
    State, the Authority seeks to identify one or more law firms with the expertise and experience to
    provide counsel and advice on a range of potential issues. From the Proposals received, the Authority
    intends to select a list of pre-qualified firms to serve as counsel to the Authority. The Authority is
    seeking counsel with extensive experience in various aspects of bankruptcy and healthcare
    restructuring, particularly the “Legal Services” identified in PART III – Services and Qualifications
    (firms do not need to have experience and expertise in all areas). Although implementation of the
    Report’s recommendations for hospitals in Brooklyn is the immediate focus of this RFP, the
    Authority is seeking to establish a new panel of law firms, in addition to its existing panel of
    Bankruptcy and Workout Counsel, which would be able to assist the Authority with issues involving
    bankruptcy and restructuring of healthcare entities regardless of location. Please be advised that firms
    already on the Authority’s Bankruptcy and Workout Counsel panel established in September 2010
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                      Page 4 of 36


   need not apply for consideration on this new panel unless there has been a change in the lawyers
   proposed to be assigned to engagements since the Authority’s Bankruptcy and Workout Counsel was
   established. If any such staff changes have occurred, you may wish to apply for consideration in this
   Request for Proposals.

   The Report also recommended establishment of a Brooklyn Healthcare Improvement Board and a
   multi-stakeholder planning collaborative in Brooklyn. The list of pre-qualified firms, selected for the
   new panel described above, may be shared with such Board and/or collaborative should either or both
   of them be established. Such Board and collaborative would be free to engage counsel should it so
   choose in accordance with its own needs and procedures.

B. Key Events/Dates

   Issuance of RFP                                       03/12/12
   Deadline for RFP Questions                            03/19/12 (5:00 PM)
   Post Responses to RFP Questions                       03/23/12
   Proposal Due Date                                     04/02/12 (5:00 PM)
   Board Approval (not earlier than)                     04/25/12
   Notice of Awards (not earlier than)                   04/26/12

Section 2 – Content of Proposal
A. Required Information

   Each proposer must provide all of the information required by PART II through PART XIV,
   inclusive, as set forth in PART I – Checklist of Items to be Completed and Returned. A proposal that
   does not provide all the information requested may be subject to rejection. In your response, provide
   the information in the same order in which it is requested. Your proposal must contain sufficient
   information to assure the Authority of its accuracy.

B. Minimum Qualifications

   The proposer must be a law firm that:

   1. has substantial legal experience in providing legal services in some or all of the areas set forth in
      PART III – Services and Qualifications;

   2. has a significant business presence comprised of one or more offices in the State with attorneys
      licensed to practice in the State who will be primarily responsible for providing or supervising the
      services to be rendered under the engagement; and

   3. is either a certified MWBE firm or is a firm that is committed to sound diversity practices.

C. Submission of Proposals

   The proposer must submit seven (7) two-sided hardcopies of its proposal and 1 CD in Portable
   Document Format (PDF) on or before 5:00 p.m. on the Proposal Due Date set forth in Section 1B
   hereof to:
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                      Page 5 of 36


            Nicole White
            RFP Coordinator
            Dormitory Authority – State of New York
            515 Broadway
            Albany, New York 12207-2964

D. Inquiries

    All inquiries regarding this RFP should be addressed to the following individual:

    Nicole White, RFP Coordinator
    Email: RFPCoordinator@dasny.org

    All questions must be submitted in writing to the RFP Coordinator by email, citing the particular RFP
    section. In order to provide DASNY with sufficient time to reply, any inquiries concerning this RFP
    must be received in writing no later than the Deadline for RFP Questions set forth in Section 1B
    hereof. A list of all substantive inquiries received with relevant responses will be posted on the
    DASNY website, www.dasny.org.

    No firm which is considering submitting a proposal or which has submitted a proposal shall
    contact any DASNY employee other than the contact person listed above during the period of
    the RFP process about any matters related to the RFP or any proposals submitted in response
    to this RFP. Such contact may result in the rejection of the proposal.

    A copy of this RFP will be available on DASNY’s website. Any clarification or modification to the
    RFP that requires a text change to the posted RFP will be underlined.

Section 3 – Evaluation of Proposals
The selection process will begin with the review and evaluation of each of the written proposals. The
purpose of this evaluation process is to: (1) examine the responses for compliance with this RFP; and (2)
identify the complying firms that have the highest probability of satisfactorily performing the Legal
Services at a reasonable cost to DASNY.

A. Preliminary Review

    1.   Proposals received after the proposal due date and time will be rejected and returned to the
         proposer.

    2.   All proposals will be reviewed to determine if they contain all required submittals specified in
         PART I - Checklist of Items to be Completed and Returned. Incomplete proposals may be
         rejected.

B. Evaluation

    Proposals will undergo an evaluation process conducted by DASNY employees (the “Evaluation
    Committee”). DASNY, at its sole discretion but in accordance with the provisions of this RFP, will
    determine which proposals best satisfy its requirements. The Evaluation Committee will evaluate the
    proposals based on the criteria for selection set forth below. Proposers may be requested by DASNY
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                       Page 6 of 36


   to clarify the contents of their proposals. Other than to provide such information as may be requested
   by DASNY, no proposer will be allowed to alter its proposal or add information after the deadline for
   submission of proposals.

C. Criteria for Selection

   Proposals will be evaluated based on the following factors:

   1. The general qualifications and experience of the proposer.

   2. The general qualifications and experience of the staff proposed to be assigned to the DASNY
      engagement.

   3. The fee proposal submitted.

   4. The proposer’s record of diversity and equal employment including: (i) recognition of the firm’s
      equal employment opportunity and diversity policies, programs and initiatives; (ii) the diversity
      of the staff that will be substantially involved in work performed for the Authority; (iii) the firm’s
      status as a DED certified MWBE; and (iv) any proposed partnering or joint venture arrangement.

   5. Overall quality of the response and the proposer’s demonstration of a clear understanding of the
      Authority’s mission and role in the State’s healthcare delivery system.

D. Interviews (if necessary)

   DASNY reserves the right to determine whether interviews with one or more of the proposing firms
   will be necessary. The proposed lead partner, as well as any other key personnel who would be
   responsible for providing the Legal Services, should be present and participate in the interview. The
   purpose of the interview is to impart to the Evaluation Committee an understanding of how specific
   Legal Services will be furnished. The interview will be evaluated on the basis of whether it
   substantiates the characteristics and attributes identified by the proposer in its written response to this
   RFP and any other information requested by the Evaluation Committee prior to the interview.

E. Board Approval

   Any law firm selected by the Evaluation Committee to provide Legal Services must be approved by
   the Board of the Authority.

Section 4 – Important Information Affecting Proposers
A. Proposal Requirements

   1. A proposer may withdraw a proposal any time prior to the final filing date and time by written
      notification, signed by an individual authorized to bind the firm, to the contact person in Section
      2C above. A modified proposal may thereafter be resubmitted, but not after the final filing date
      and time. Modifications offered in any other manner, oral or written, will not be considered.

   2. If a proposer discovers an ambiguity, conflict, discrepancy, omission or other error in this RFP,
      the proposer should immediately notify the contact person set forth in Section 2C above, of such
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                      Page 7 of 36


       error or omission in writing and request clarification or modification to this RFP. Notice of such
       error or omission should be submitted prior to the final filing date and time for submission of
       proposals. Modifications shall be made by addenda to this RFP. Such clarifications will be given
       by written notice to all parties who have been furnished an RFP.

   3. If a proposer fails, prior to the final filing date for submission of proposals, to notify DASNY of a
      known error or an error that reasonably should have been known, the proposer shall assume the
      risk of proposing.

   4. A proposer indicates acceptance of the provisions and conditions enumerated in this RFP by
      submitting a proposal.

B. DASNY Requirements

   1. By submitting a proposal, the proposer covenants that the proposer will not make any claims for
      or have any right to damages because of any misinterpretations or misunderstanding of the
      contents and requirements of the RFP or because of lack of information.

   2. DASNY shall not be liable for any cost incurred by the proposer in proposal preparation or in
      activities related to the review of this RFP or any interview costs.

   3. Other than the contact person identified in Section 2C above, prospective proposers shall not
      approach Authority employees during the period of this RFP process about any matters related to
      this RFP or any proposals submitted pursuant thereto.

C. DASNY Rights and Prerogatives

   The Authority reserves the right to exercise the following prerogatives:

   1. To accept or reject any or all proposals and to amend, modify or withdraw this RFP upon notice
      to all proposers.

   2. To correct any arithmetic errors in the proposals.

   3. To change the proposal due date and time upon appropriate notification to all prospective
      proposers.

   4. To accept or reject any of the employees assigned to an engagement and to require their
      replacement at any time.

   5. To waive any technical irregularity in a proposal that is corrected by the proposer in response to a
      notification from DASNY of such irregularity. This will in no way modify the RFP documents or
      excuse the proposer from full compliance with its requirements.

   6. To consider modifications to proposals at any time before the selections are made, if such action
      is in the best interest of the Authority.

   7. To request a revised fee schedule from firms selected as finalists.
                                                                       Dormitory Authority of the State of New York
                                                                                  Healthcare Restructuring Counsel
                                                                                                         Page 8 of 36


    8. To accept proposals for the engagements other than the lowest fee proposals.

    9. To interview proposers prior to selection.

   10. To reject any proposal containing false or misleading statements, or which provides references
       that do not support an attribute or condition claimed by the proposer.

   11. To negotiate acceptable fee structures with any responsive proposer to this RFP that the
       Evaluation Committee has determined is otherwise qualified to provide Legal Services.

   12. To engage more than one firm to provide Legal Services.

   13. Public Announcements – Upon selection of the successful proposer, public announcements or
       news releases pertaining to the selection shall not be made without prior written consent of the
       Authority.

Section 5 - Diversity
The Authority is committed to diversity and equal employment opportunities among its contractors,
including law firms. The Authority will make a good faith effort to achieve MWBE participation for legal
services, and will use its best effort so that qualified MWBE firms are included in the selection of legal
service providers. The Authority encourages all firms, including firms that are MWBE certified
businesses, to submit proposals in response to this RFP.

This procurement is being conducted in accordance with Article 15-A of the Executive Law, Chapter XIV
of Title 5 the New York Code of Rules and Regulations, and Governor Cuomo’s Executive Order No. 8,
“Removing Barriers to Minority and Women Business Enterprises Participation in State Contracting.” It
is the goal of the Authority to utilize qualified law firms that have a demonstrated history of hiring,
training, developing, promoting and retaining minority and women attorneys and to encourage
participation by certified MWBE firms.

All firms are required to complete the attached Diversity Questionnaire (PART XIII). This questionnaire
elicits information about each responding firm in order to verify that its work environment demonstrates a
strong commitment to diversity.

By responding to this RFP, each firm acknowledges and must acknowledge in its response that:

    1. The firm will submit an equal employment opportunity policy statement to Authority.

    2. The firm will not discriminate against any employee or applicant for employment because of
       race, creed, color, sex, religion, national origin, military status, sexual orientation, age, disability,
       genetic disposition or carrier status, domestic violence victim status, or marital status, will
       undertake or continue existing programs of affirmative action to ensure that minority group
       members and women are afforded equal employment opportunities without discrimination, and
       will make and document its conscientious and active efforts to employ and utilize minority group
       members and women in its work force on contracts with the Authority.
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                       Page 9 of 36


    3. The firm will state in all solicitations or advertisements for employees that, in the performance of
       this Contract, all qualified applicants will be afforded equal employment opportunities without
       discrimination because of race, creed, color, sex, religion, national origin, military status, sexual
       orientation, age, disability, genetic disposition or carrier status, domestic violence victim status,
       or marital status.

    4. At the request of the Authority, the firm’s members will request each employment agency, labor
       union, or authorized representative of workers with which it has a collective bargaining or other
       agreement or understanding, to furnish a written statement that such employment agency, labor
       union, or representative will not discriminate on the basis of race, creed, color, sex, religion,
       national origin, military status, sexual orientation, age, disability, genetic disposition or carrier
       status, domestic violence victim status, or marital status, and that such union or representative
       will affirmatively cooperate in the implementation of the firm’s obligations herein.

    5. The firm will submit to the Authority, on a form to be provided by the Authority, a staffing plan
       of the anticipated work force to be utilized on the engagement with the Authority or, where
       required, information on the firm’s total work force, including apprentices, broken down by
       specified ethnic background, gender, and Federal occupational categories or other appropriate
       categories specified by the Authority.

DASNY encourages all firms to consider submitting proposals to this RFP that utilize strategic alliances
and affiliation relationships with certified MWBE firms. Such joint proposal must: (i) describe the legal
relationship between the law firms submitting the proposal; (ii) demonstrate how the firms propose to
provide the Legal Services; and (iii) describe how fees will be allocated among the firms. When
submitting a joint proposal, all information required pursuant to Section 2A of this RFP must be
submitted for each firm that is a participant in the joint proposal. DASNY reserves the right to contract
directly with each individual firm submitting a joint proposal and to allocate work in a manner that
ensures partnered firms receive appropriate credit and compensation for the services they provide.

Section 6 - Engagement
A. Engagement Standards; Rights of the Dormitory Authority

    1. Engagement Letter (see PART XV – Sample Engagement Letter)

         a. By submitting a proposal, each successful proposer agrees that the requirements of this RFP
            and the proposer’s response shall be incorporated into the applicable Engagement Letter.

         b. The Authority may negotiate terms and conditions to be included in the Engagement Letter
            as necessary to meet DASNY’s program requirements consistent with this RFP.

         c. Execution of an Engagement Letter by DASNY is subject to approval by DASNY’s Board.

    2. Modification of Engagement Letter

        Any modification to the initial Engagement Letter between a successful proposer and the
        Authority will require the mutual consent of such successful proposer and the Authority.
                                                                 Dormitory Authority of the State of New York
                                                                            Healthcare Restructuring Counsel
                                                                                                 Page 10 of 36


   3. Review of Engagement

      Any engagement may be terminated by DASNY upon 30 days written notice for any reason, or
      immediately for cause. In the event of such termination, the firm will be entitled to reasonable
      compensation for acceptable services performed through the date of termination as provided in
      the Engagement Letter.

      The Authority, periodically or upon completion of an engagement or assignment, will review the
      quality and cost-effectiveness of the services provided by each firm. This review shall include
      consideration of the firm’s adherence to the representations made regarding diversity practices.
      The Authority may request such information from the firm as it deems necessary to complete
      such periodic review. Any firm that does not adhere to its representations or that otherwise fails
      to perform in a satisfactory manner based upon the criteria contained in the RFP or engagement
      may be removed from the panel at the sole discretion of the Authority.

   4. Interpretation

      Each Engagement Letter shall be construed and interpreted in accordance with the laws of the
      State of New York. New York State shall be the forum for disputes.

B. Term of Engagement

   The engagement term will run for an initial 2-year period or to the conclusion of any particular
   assignment. The Dormitory Authority may exercise its option to extend the engagement period for up
   to one additional 12-month period at management’s discretion.
                                                               Dormitory Authority of the State of New York
                                                                          Healthcare Restructuring Counsel
                                                                                               Page 11 of 36



                                          PART I
     CHECKLIST OF ITEMS TO BE COMPLETED
               AND RETURNED


   PART I – Checklist of Items to be Completed and Returned

   PART II – Cover Letter

   PART III – Services and Qualifications

   PART IV – Fee Schedule

   PART V – Certification Concerning Independent Proposal

   PART VI – Certificate of Insurance

   PART VII – Form W-9

   PART VIII – Certification Pursuant to State Finance Law §139-j (3) and §139-k (6)(b)

   PART IX – NYS Vendor Responsibility Questionnaire for Profit Business Entity (Non-Construction)

   PART X – Code of Business Ethics – Certification

   PART XI – Certification Regarding Joint Commission of Public Ethics

   PART XII – Certification Regarding Audit

   PART XIII – Diversity Questionnaire

   PART XIV – References

   PART XV – Sample Engagement Letter (for informational purposes only)
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                     Page 12 of 36




                                              PART II
                                     COVER LETTER

 Please indicate in a cover letter, which shall be considered an integral part of the proposal, the following
 items:

    a.       The firm’s name, address, telephone number, fax number, email address and web site
             address, if applicable;
    b.       A statement that the firm’s response includes all information required by this RFP;
    c.       A statement to the effect that the rates quoted are an irrevocable offer good for 120 days;
    d.       Name, address, telephone number and email address of the individual within the firm who
             will be DASNY’s primary contact concerning the proposal; and
    e.       A statement that the firm understands that selection as counsel does not guarantee that any
             services will be requested from the firm.

The cover letter must be signed by an individual authorized to bind the firm contractually. Please
indicate the title or position that the signer holds within the firm. DASNY reserves the right to reject a
proposal that contains an unsigned cover letter.
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 13 of 36



                                             PART III
                   SERVICES AND QUALIFICATIONS
        Please provide the information requested by Sections B and C of this Part III.
              Limit your response to a total of not more than twenty (20) pages.

The Authority is seeking counsel with extensive experience in various aspects of healthcare restructuring,
particularly those services identified below (firms do not need to have experience and expertise in all
areas).

A. Legal Services

    Services to be provided (the “Legal Services”) include, without limitation:
    1. Providing counsel and advice to DASNY on a range of potential issues involving healthcare
       providers, particularly those identified in the Report, including:
        a. Restructuring support, whether in the form of debt relief, grants, loans or reimbursement
           adjustments,
        b. The creation of sound governance and management structures;
        c. The development of viable strategic, financial, and operational plans consistent with the
           principles outlined in the Report;
        d. The creation of integrated systems of care and service delivery models, comprised of
           physicians, federally-qualified health centers, hospitals, nursing homes, home care agencies,
           behavioral health providers, and hospice programs;
        e. New models of payment and delivery for healthcare services;
        f.   Development of patient-centered primary care services, strategically-located and linked to
             acute and long-term care providers;
        g. Innovative options for capital formation, including private investment and the use of
           financing structures such as New Markets Tax Credit transactions, to support capital and
           operational improvements in Brooklyn hospitals; and
        h. Innovative options for repurposing of existing facilities.
    2. In connection with DASNY’s healthcare clients in financial distress, participation with DASNY,
       its healthcare clients, title insurers, credit enhancement providers, the New York State
       Department of Health and the New York State Division of the Budget, as applicable, in
       accomplishing the restructurings recommended in the Report.
    3. Providing legal advice to the Authority regarding healthcare-related workouts, bankruptcy,
       foreclosure, corporate reorganization, labor and employment matters and real estate divestiture.
    4. Providing legal representation and/or assistance to DASNY in any other matter involving a
       healthcare client in financial distress, including representing and/or assisting DASNY in State and
       Federal court or before any administrative body in any bankruptcy or mortgage foreclosure
       matter.
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 14 of 36


B. Qualifications

   The qualifications of the proposer to perform the requested services shall be assessed based upon the
   following information to be provided by the proposer:

   1. A brief review of the experience of the law firm in the field of health law in general and
      restructuring, in particular. Indicate the firm’s experience with not-for-profit borrowers in
      financial distress, hospital workouts, bankruptcy, mortgage foreclosures, repurposing of facilities
      financed with tax-exempt debt or other sources of capital and/or corporate reorganizations.
      Please state whether the firm has represented any issuers similar to DASNY in such matters and if
      so, the types of services the firm has provided to such issuers;
   2. A brief description of various types of projects where the law firm has acted as counsel to a
      public entity in negotiations, transactions, administrative proceedings, litigation or other matters
      involving not-for-profit borrowers in financial distress and other related matters. Please indicate
      any areas in which you believe the firm has special expertise;
   3. A brief description of various types of projects where the law firm has acted as counsel to a
      public agency in negotiations, transactions, administrative proceedings, litigation or other matters
      involving real estate (including acquisition, leasing and condominium practice), environmental
      and other related matters. Please indicate any areas in which you believe the firm has special
      expertise;
   4. A brief description of various types of projects where the law firm has acted as counsel to a
      public entity in negotiations, transactions, administrative proceedings, litigation or other matters
      involving labor and employment. Please indicate any areas in which you believe the firm has
      special expertise;
   5. A description of the relevant areas of practice of the law firm, the members and years of
      experience of partners, associates and paralegals in each area, and resumes of the partners and
      associates who would be assigned to represent DASNY;
   6. Any other information that you feel would make your law firm’s representation of DASNY
      superior to that of other firms.


C. Additional Information

   The proposer must also include the following in its proposal:

   1. Disclosure of any potential conflicts of interest, including but not limited to responses and if
      necessary, further details with regard to the following:

       a. Whether the firm is currently representing any party in litigation in which the firm’s client is
          seeking damages or other relief against DASNY; and
       b. Whether the firm represents any client, other than described in (i) above, past or current,
          whose interests are, or may be, adverse to the interests of DASNY.

   2. A statement indicating whether the firm, or any of the attorneys proposed to provide Legal
      Services have ever been: (i) named as a defendant in any malpractice action; or (ii) subject to
      findings or determinations by a federal or state governmental entity that either the firm or the
      attorneys were in violation of any law, rule or regulations. Please describe briefly any such action,
                                                                Dormitory Authority of the State of New York
                                                                           Healthcare Restructuring Counsel
                                                                                                Page 15 of 36


    proceeding or investigation that relates to the duties the firm would be expected to perform in
    connection with the Legal Services.

3. A statement indicating whether the firm and all of its attorneys are covered by malpractice
   insurance insuring against the professional liability risks associated with services to be rendered
   by the firm.

4. A representation that the firm is willing and ready to provide any services requested or required in
   a timely manner for each matter in which it represents DASNY.

5. A description of how the firm will monitor the assignment and performance of work within the
   firm in order to achieve an efficient administration of the matters which may be assigned to a
   successful proposer.
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                     Page 16 of 36



                                             PART IV
                                      FEE SCHEDULE
Among the selection criteria are the rates firms propose to charge DASNY for their services. Please
indicate:

a.   The regular corporate billing rates for those partners, associates and paralegals proposed to be
     assigned to represent DASNY in connection with the Legal Services;

b.   The discounted rates (if any) proposed to be charged to DASNY for those partners, associates and
     paralegals proposed to be assigned to represent DASNY in connection with the Legal Services;

c.   The disbursements or other services for which the firm would expect reimbursement;

d.   The firm’s policies regarding charges for travel to cities in which the firm has offices and for word
     processing;

e.   Whether or not the firm will agree to a cap on hourly rates or on the total fees charged for a specific
     engagement; and

f.   Whether the rates proposed under (b) above exceed the rates currently being charged by the firm to
     other public entities in New York or elsewhere in the United States.

In addition to the above, firms may propose any alternative fee arrangement they believe would be
beneficial to DASNY. Each proposer’s attention is called to Section 4C of this RFP with regard to the
negotiation of rates with each responsive proposer.

Regardless of the method of compensation, each firm assigned to a transaction shall be required to
provide DASNY with a written statement showing the name of each individual who worked on the
transaction, the title of such individual, the date and hours devoted by such individual to the transaction,
together with a brief description of the services provided by the individual on such date. Firms selected
for this engagement will also be required to enter into written Engagement Letters, substantially in the
form attached hereto as PART XV – Sample Engagement Letter and may also be required to enter into an
engagement letter for each specific assignment.
                                                          Dormitory Authority of the State of New York
                                                                     Healthcare Restructuring Counsel
                                                                                          Page 17 of 36



                                       PART V
        CERTIFICATION CONCERNING INDEPENDENT
                      PROPOSAL

______________________________________________________________________________
Name of Firm

hereby certifies as follows in connection with our Proposal for the position of HEALTHCARE
RESTRUCTURING COUNSEL:

   A. Except as described below, we have prepared our Proposal independently without
      consultation, communication or agreement as to any matter with any other respondent to
      the RFP or with any competitor.
   B. Except as described below, we have not and will not disclosed our Proposal prior to
      award, either directly or indirectly, to any other Firm or to any competitor, unless
      otherwise required by law.
   C. Except as described below, we have made no attempt and will make no attempt to induce
      any other person or Firm to submit or not to submit a proposal.
   D. Except as described below, there are no fee splitting arrangements, finder’s fees,
      consulting arrangements or any other financial arrangement in connection with this
      proposal or the subsequent transactions contemplated by this proposal.


Exceptions if any:




__________________________________________              _____________________________
Signature of Authorized Officer                                           Date

__________________________________________
Title
                                                                  Dormitory Authority of the State of New York
                                                                             Healthcare Restructuring Counsel
                                                                                                  Page 18 of 36



                                           PART VI
                      CERTIFICATE OF INSURANCE

Please provide copies of Certificates of Insurance including evidence of:


                            Professional Liability

                            Commercial General Liability

                            Workers Compensation

                            New York State Disability Insurance Coverage.

Pursuant to NYS Workers’ Compensation Law the Dormitory Authority can no longer except
ACORD certificates as evidence of Workers’ Compensation and/or NYS Disability. Provided
below is a complete list of forms that are acceptable. Please call if you have any questions.

Workers’ Compensation Law Requirements

Workers’ Compensation (including occupational disease) and Employer’s Liability New York
Statutory Endorsement with a minimum limit of one million Dollars ($1,000,000.00) as
evidenced by ONE of the following.

   1. C-105.2 (9/07 or later) – Certificate of Workers’ Compensation Insurance. The insurance carrier
      will provide a completed form as evidence of in-force coverage.
   2. U-26.3- Certificate of Workers’ Compensation Insurance from the State Insurance Fund. The
      State Insurance Fund will provide a completed form as evidence of in-force coverage.
   3. GSI-105.2 /SI-12- Certificate of Workers’ Compensation Self Insurance. The NYS Workers’
      Compensation Board’s Self Insurance Office or the contractor’s Group Self Insurance
      Administrator will provide a completed form.

Disability Benefits

   1. DB-120.1 or DB-820/829 (5/06 or later) - Certificate of Disability Benefits. The insurance carrier
      will provide a completed form as evidence of in-force coverage.

   2. DB-155- Certificate of Disability Self Insurance. The NYS Workers’ Compensation Board’s Self
      Insurance Office will provide a completed form.
                                                            Dormitory Authority of the State of New York
                                                                       Healthcare Restructuring Counsel
                                                                                            Page 19 of 36




Exemptions

The Dormitory Authority will no longer accept WC/DB 101 for Out of State or Foreign
Employers working in New York State. Effective September 9, 2007 this form is obsolete.

For institutions claiming exemption from providing Disability Benefits insurance as required by
law:

    CE-200 – Certificate of Attestation of Exemption from Workers Comp and/or Disability
    Benefits insurance coverage.

The Dormitory Authority will no longer accept exemptions from providing Workers’
Compensation insurance coverage (WC/DB 100). This insurance will be required of all
businesses contracting with The Authority. One of the forms listed above as required by law
must be submitted as proof of coverage.

(A CE-200 form may be obtained at the NYS Workers Compensation website
http://www.wcb.ny.gov/content/ebiz/wc_db_exemptions/wc_db_exemptions.jsp and can be
completed in either a “Web-based Application” or a “Paper Application”.)
                                                            Dormitory Authority of the State of New York
                                                                       Healthcare Restructuring Counsel
                                                                                            Page 20 of 36



                                      PART VII
                                      Form W-9
Please complete and return a copy of your firm’s W-9 form. Forms can be obtained on the IRS
website at the following link: http://www.irs.gov/pub/irs-pdf/fw9.pdf.
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 21 of 36



                    PART VIII
           CERTIFICATION PURSUANT TO
    STATE FINANCE LAW § 139-j (3) and § 139–k (6) (b)

The bidder/proposer shall submit this form at time of bid (or with RFP).

The bidder/proposer must check all applicable boxes.

A. Bidder/proposer affirmation relating to procedures governing permissible contacts


          1. The bidder/proposer:            affirms         does not affirm


             that it understands and has to date and agrees hereinafter to comply with the Dormitory
             Authority’s procedures relative to permissible contacts for this procurement as required by
             State Finance Law § 139-j (3) and § 139–k (6) (b).



B. Bidder/proposer disclosure of findings of non-responsibility and prior contract terminations or
   withholdings under the 2005 Procurement Lobbying Law


        1. Has any “governmental entity,” as defined in State Finance Law § 139-j and § 139-k made a
           finding in the last four years that the bidder/proposer was not responsible?


                    No                                 Yes



        2. If yes, was the basis for any such finding(s) the intentional provision of false or incomplete
           information required by State Finance Law § 139-j and § 139-k, and/or the failure to comply
           with the requirements of State Finance Law § 139-j (3) relating to permissible contacts?


                    No                                 Yes



        3. If yes, provide details regarding each finding of non-responsibility below. (Attach additional
           pages, if necessary).
                                                                     Dormitory Authority of the State of New York
                                                                                Healthcare Restructuring Counsel
                                                                                                     Page 22 of 36




Governmental Entity: ___________________________________________________________________

Date of Finding: _______________________________________________________________________

Basis of Finding:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

        4. Has any “governmental entity” as defined in State Finance Law § 139-j and § 139-k
           terminated or withheld a procurement contract with the bidder/proposer due to the intentional
           provision of false or incomplete information required by such Laws and/or the failure to
           comply with the requirements of State Finance Law § 139-k(3) relating to permissible
           contacts?


                    No                               Yes

        5. If yes, provide details below. (Attach additional pages, if necessary).


Governmental Entity: ___________________________________________________________________


Date of Termination or Withholding of Contract: _____________________________________________


Basis of Termination or Withholding of Contract:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________
                                                                 Dormitory Authority of the State of New York
                                                                            Healthcare Restructuring Counsel
                                                                                                 Page 23 of 36




C. Certification


The bidder/proposer acknowledges that intentional submission of false or misleading information may
constitute a felony under Penal Law Section 210.40 or a misdemeanor under Penal Law Section 210.35 or
Section 210.45, and may also be punishable by a fine of up to $10,000 or imprisonment of up to five
years under 18 U.S.C. Section 1001; and states that all information provided to the Dormitory Authority
with respect to State Finance Law § 139–j and § 139–k is complete, true and accurate.




             (Officer’s Signature)              (Date)


Firm’s Legal Name: ____________________________________________________________________


Print Officer’s Name: ___________________________________________________________________


Title: ________________________________________________________________________________
                                                                Dormitory Authority of the State of New York
                                                                           Healthcare Restructuring Counsel
                                                                                                Page 24 of 36



                                          PART IX
   NYS VENDOR RESPONSIBILITY QUESTIONNAIRE
          FOR-PROFIT BUSINESS ENTITY
                                         (Non-Construction)

Original forms can be obtained from the NYS Comptroller’s Office website at the following link:
http://www.osc.state.ny.us/vendrep/documents/questionnaire/forprofit.pdf. Complete the NYS Vendor
Responsibility Questionnaire For-Profit Business Entities (non-construction).
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 25 of 36



                                              PART X
                        CODE OF BUSINESS ETHICS –
                             CERTIFICATION
The bidder (or Proposer) shall submit this form at time of bid (or with RFP).

A. Ethics Programs

1. The Dormitory Authority of the State of New York (the “Authority”), a public-benefit corporation,
   expects the highest degree of ethical business conduct by its employees and the many contractors,
   consultants and vendors with whom it interacts on behalf of its clients, bondholders and the people of
   the State of New York. The Authority, by mandate of its Board of Directors, administers a
   comprehensive corporate integrity program to ensure that, as public officers, Authority employees at
   all levels perform their official duties consistent with the requirements of the New York State Public
   Officers Law; other applicable laws, rules, and regulations; and policies of the Authority.

2. The Authority encourages and supports a fair, open and honest business relationship with its
   contractors, consultants and vendors based on quality, service and cost. Moreover, the Authority
   believes that a “level playing field” in the marketplace can only be achieved through adherence to
   ethical business practices by all participants involved in the process.

3. To promote a working relationship with the Authority based on ethical business practices, contractors,
   consultants and vendors are expected to:

    a. furnish all goods, materials and services to the Authority as contractually required and specified;

    b. submit complete and accurate reports to the Authority and its representatives as required;

    c. not seek, solicit, demand or accept any information, verbal or written, from the Authority or its
       representatives that provides an unfair advantage over a competitor;

    d. not engage in any activity or course of conduct that restricts open and fair competition on
       Authority-related projects and transactions;

    e. not engage in any course of conduct with Authority employees or representatives that constitutes
       a conflict of interest or creates the appearance of a conflict of interest;

    f.   not offer any unlawful gifts or gratuities to Authority employees or representatives, or engage in
         bribery or other criminal activity; and

    g. report to the Authority any activity by an Authority employee or contractor, consultant or vendor
       of the Authority that is inconsistent with the Authority’s Code of Business Ethics.

4. The Authority encourages its contractors, consultants and vendors to advance and support ethical
   business conduct and practices among their respective directors, officers and employees, preferably
   through the adoption of corporate ethics awareness training programs and written codes of conduct.
                                                                       Dormitory Authority of the State of New York
                                                                                  Healthcare Restructuring Counsel
                                                                                                       Page 26 of 36


    In addition to considering technical competence and financial stability, the Authority will consider the
    corporate integrity of all contractors, consultants and vendors prior to the awarding of contracts or
    issuing of purchase orders.

B. Conduct of Authority Employees

Authority employees are expected to conduct business with contractors, consultants and vendors in a fair,
consistent and professional manner. The Authority’s Code of Business Ethics and Employee Conduct
entitled Serving Responsibly, and other Authority policies and procedures, guide the manner in which
Authority employees are required to interact with contractors, consultants and vendors. Additionally, the
New York State Public Officers Law sets forth legal parameters within which Authority employees must
perform their official duties with respect to, among other things, conflicts of interest and the acceptance of
gifts.

C. Limits on Gifts to Authority Employees

1. Pursuant to Section 73(5) of the Public Officers Law, no person shall offer any gift having more than
   a nominal value to an Authority employee under circumstances in which it:

    a. could be reasonably inferred the gift was intended to influence the employee in the performance
       of his or her official duties; or

    b. could reasonably be expected to influence the employee in the performance of his or her official
       duties; or

    c. was intended as a reward for any official action on the part of the employee.

2. A gift is anything more than nominal in value, in any form, given to an Authority employee. Gifts
   include, but are not limited to, money, service, loan, travel, lodging, meals, refreshments,
   entertainment, discount, forbearance or promise. Any firm or its agents, either doing business or
   seeking to do business with the Authority (contractors, consultants, vendors, etc.), is prohibited from
   directly or indirectly offering or giving any gifts, even gifts of nominal value, to Authority employees
   as such gifts are deemed to be per se improper.

3. As is stated in the Prohibited Interests section of the Construction and Consultant Contract
   documents, violations of these gift provisions may be grounds for immediate contract termination
   and/or referral for civil action or criminal prosecution.

D. Employing Relatives of Authority Employees

Although contractors, consultants and vendors may employ relatives of Authority employees, the
Authority must be made aware of such circumstances as soon as possible, preferably in writing, to ensure
a conflict of interest situation does not arise. The Authority reserves the right to request that contractors,
consultants and vendors modify the work assignment of an Authority employee’s relative where a conflict
of interest, or the appearance thereof, is deemed to exist. Please be advised that Authority employees are
required to disclose information regarding the hiring of relatives by contractors, consultants and vendors
and recuse themselves from matters that may present a conflict of interest. For purposes of this document,
the term “relatives” refers to spouses, domestic partners, parents, children, sisters, brothers, sisters-in-law,
brothers-in-law, parents-in-law, sons/daughters-in-law, stepparents, stepchildren, aunts, uncles, nieces,
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 27 of 36


nephews, first cousins, grandparents by blood relationship or by marriage, or persons residing in the same
household.

E. Hiring Former Authority Employees

Contractors, consultants and vendors may hire former Authority employees. However, as a general rule,
former employees of the Authority may neither appear nor practice before the Authority, nor receive
compensation for services rendered on a matter before the Authority, for a period of two years following
their separation from Authority service. In addition, former Authority employees are subject to a “lifetime
bar” from appearing before the Authority or receiving compensation for services regarding any
transaction in which they personally participated or which was under their active consideration during
their tenure with the Authority. Violations will be referred to the New York State Commission on Public
Integrity for appropriate action.

F. Questions

Questions relating to these guidelines should be directed to the responsible Authority Project Manager or
Program Director, Director of Procurement, the Authority’s Ethics Officer or Director of Internal Affairs.
To contact any of these individuals please call: (518) 257-3000.

When in doubt, please seek guidance.

G. Certification

I have read the foregoing and agree to comply with the Authority’s Code of Business Ethics. I further
acknowledge that failure to comply shall justify contract termination by the Authority and may result in
the rejection of bids or proposals for future work with the Authority.



__________________________________________               _______________________________________
                (Officer’s Signature)                                     (Date)


Firm’s Legal Name: ____________________________________________________________________


Print Officer’s Name ___________________________________________________________________


Title ________________________________________________________________________________
                                                                    Dormitory Authority of the State of New York
                                                                               Healthcare Restructuring Counsel
                                                                                                    Page 28 of 36




                        PART XI
           CERTIFICATION REGARDING THE JOINT
              COMMISSION ON PUBLIC ETHICS

As of December 12, 2011, the New York State Commission of Public Integrity has been replaced with the
Joint Commission on Public Ethics. Has your Firm or any of the members discussed in your proposal,
been the subject of any investigation or disciplinary action by the New York State Ethics Commission,
the Temporary State Commission on Lobbying, the Commission on Public Integrity or the newly formed
Joint Commission of Public Ethics?

                                        Yes [ ]          No [   ]


If yes, please describe briefly how any matter was resolved or whether it remains unresolved.




Certification
The undersigned personally does hereby state and certify to the Dormitory Authority that the information
given above is true, accurate and complete.


By ____________________________________________________________________
                             (Signature)

Title ___________________________________________________________________


Firm’s Legal Name ___________________________________________________


Date_______________________________________________________________
                                                                 Dormitory Authority of the State of New York
                                                                            Healthcare Restructuring Counsel
                                                                                                 Page 29 of 36




                                          PART XII
                CERTIFICATION REGARDING AUDIT

Certification

The undersigned agrees to provide the Dormitory Authority with pre- and post-audit access to documents,
personnel and other information necessary to conduct audits on request during the term of the Agreement
and for six years thereafter.


By ____________________________________________________________________
                             (Signature)


Title ___________________________________________________________________


Firm’s Legal Name ___________________________________________________


Date _______________________________________________________________
                                                                                                      Dormitory Authority of the State of New York
                                                                                                                 Healthcare Restructuring Counsel
                                                                                                                                      Page 30 of 36



                                                                 PART XIII
                                      DIVERSITY QUESTIONNAIRE
(I)           Company Demographic Profile
                                                                Number of Employees (report employees in only one category)
                                                                                Race/Ethnicity
                                                                                      Non-Hispanic or Latino
                      Hispanic or
                        Latino                                  Male                                                           Female
                                                          Native                                                          Native
                                                         Hawaiian            American     Two                            Hawaiian            American     Two
                                             Black or    or Other            Indian or     or               Black or     or Other            Indian or     or
      Job                                     African-    Pacific             Alaska     More                African-     Pacific             Alaska     More    Overall
 Categories         Male    Female   White   American    Islander    Asian    Native     Races     White    American     Islander    Asian    Native     Races   Totals
Executive/
Senior Level
Officials and
Managers
First / Mid-
Level Officials
and
Managers

Professionals


Technicians

Sales
Workers
Administrative
Support
Workers

Craft Workers


Operatives

Laborers and
Helpers
Service
Workers

Total

 (NOTE: proposers can also attach Employer Information Reports EEO-1 for the last 3 years)

(II)              MWBE Certification Status

                  1. Is your company certified as a Minority and/or Woman-owned business enterprise with the New
                     York State Department of Economic Development? Yes or No

                      If yes, please provide a copy of your certification.

                  2. If no, please list all other jurisdictions and/or certifying bodies that have deemed your company
                     Minority and/or Woman-owned. Also, please provide a copy of each certification.

                  3. If your firm has applied for, but has not, as of the issuance of the RFP, been certified as a
                     Minority or Women-owned business enterprise by the New York State Department of Economic
                     Development, you must submit proof of a pending application, including the filing date.
                                                                                                    Dormitory Authority of the State of New York
                                                                                                               Healthcare Restructuring Counsel
                                                                                                                                    Page 31 of 36




(III)         Demographic Profile of Staff Assigned to the Authority’s Engagements
                                                               Number of Employees (report employees in only one category)
                                                                               Race/Ethnicity
                                                                                     Non-Hispanic or Latino
                     Hispanic or
                       Latino                                  Male                                                           Female
                                                         Native                                                          Native
                                                        Hawaiian            American     Two                            Hawaiian            American     Two
                                            Black or    or Other            Indian or     or               Black or     or Other            Indian or     or
       Job                                   African-    Pacific             Alaska     More                African-     Pacific             Alaska     More    Overall
  Categories       Male    Female   White   American    Islander    Asian    Native     Races     White    American     Islander    Asian    Native     Races   Totals
 Executive/
 Senior Level
 Officials and
 Managers
 First / Mid-
 Level Officials
 and
 Managers

 Professionals


 Technicians

 Sales
 Workers
 Administrative
 Support
 Workers

 Craft Workers


 Operatives

 Laborers and
 Helpers
 Service
 Workers

 Total




 (IV)          EEO Firm Activity

               1. Is your company’s CEO or Chief Procurement Officer (“CPO”) committed to and engaged in the
                  process of diversity business development? Yes or No
                    If yes, please attach a signed statement from your CEO or CPO.

               2. Please provide a copy of your company’s equal opportunity and affirmative action policy.

 (V)           Strategic Partnerships / Sub-contracting

               1. Has your firm engaged in any prior partnering arrangements with certified M/WBE firms?
                  (Responses should include the nature of the engagement, how such arrangement was structured,
                  and a description of how the services and fee were allocated).

               2. State your firm’s willingness, if any, to engage in M/WBE partnering or mentoring arrangements
                  with either a law firm of your choosing or with another firm selected by the Authority, including
                                                               Dormitory Authority of the State of New York
                                                                          Healthcare Restructuring Counsel
                                                                                               Page 32 of 36


    but not limited to firms on the Authority’s panel of Emerging Firms. Explain how your firm
    would suggest structuring such an arrangement and allocating services and fees among the firms
    participating in the partnering or mentoring arrangement.

*   Please note that the Authority shall reserve the right to contract directly with each individual firm
    submitting a joint proposal, when appropriate, and allocate work in a manner that ensures that
    partnered M/WBE firms receive appropriate credit and compensation for the services they
    provide.
                                                           Dormitory Authority of the State of New York
                                                                      Healthcare Restructuring Counsel
                                                                                           Page 33 of 36



                                          PART XIV
                                         REFERENCES


Please list at least three references:




Reference #1


Contact Name: __________________________________________________________________
Firm: __________________________________________________________________________
Contact Telephone Number (including area code): _______________________________________
Contact E-mail Address: ____________________________________________________________
Contact Facsimile Number (including area code): ________________________________________




Reference #2


Contact Name: __________________________________________________________________
Firm: __________________________________________________________________________
Contact Telephone Number (including area code): _______________________________________
Contact E-mail Address: ____________________________________________________________
Contact Facsimile Number (including area code): ________________________________________




Reference #3


Contact Name: __________________________________________________________________
Firm: __________________________________________________________________________
Contact Telephone Number (including area code): _______________________________________
Contact E-mail Address: ____________________________________________________________
Contact Facsimile Number (including area code): ________________________________________
                                                               Dormitory Authority of the State of New York
                                                                          Healthcare Restructuring Counsel
                                                                                               Page 34 of 36




                                          PART XV
                    SAMPLE ENGAGEMENT LETTER

Attention:


        Re:    Engagement Letter

Dear:

       This letter will confirm that _____________________, whose principal place of business
is ___________ (the “Firm”), has been appointed to serve on the Healthcare Restructuring
Counsel Panel for a term commencing on _____ and ending on ______. This Agreement may be
extended for ___ additional ___-month periods at the option of the Dormitory Authority of the
State of New York (the “Authority”) and the Firm. The provisions of the Authority’s Request
for Proposal - Healthcare Restructuring Counsel, dated ______, 2012 (“RFP”) and the Firm’s
response to the RFP are incorporated herein by reference except to the extent that this
Engagement Letter is inconsistent therewith.

        As a firm serving on the Healthcare Restructuring Counsel Panel, the Firm, as requested
by the Authority, may be requested to provide some or all of the Legal Services as set forth on
the attached schedule. [attach schedule of Legal Services]

        In some instances, the Firm may be asked to execute a Supplemental Engagement Letter
for specific matters or transactions to which the Firm is assigned. This Supplemental
Engagement Letter will: (i) confirm the specific matter or transaction to which the Firm is
assigned; (ii) the specific fee arrangements applicable to the transaction or matter; and (iii) set
forth an estimated fee that the Firm will not be permitted to exceed unless the Firm notifies the
Authority prior to exceeding the estimate and provides the Authority with an acceptable
explanation as to why the original estimate needs to be increased. For some matters or
transactions, the Supplemental Engagement Letter will be subject to the approval of the borrower
or client that is obligated to pay the costs of the Firm.

       The principal lawyers to be assigned to this engagement are as follows: [Insert names of
attorneys]. Other attorneys may also work on this engagement if they are approved by the
Authority.
                                                                Dormitory Authority of the State of New York
                                                                           Healthcare Restructuring Counsel
                                                                                                Page 35 of 36




       The Firm’s charges for the above services will be provided at the following hourly rates:

       Title                                         Rate

       Partners                                      $_____
       Counsel/Associates
       (with _____ or more years experience)         $_____
       Counsel/Associates
       (with less than ____years experience)         $_____
       Paraprofessionals                             $_____

        Notwithstanding the above hourly rates, the Firm and Authority may, in writing, agree to
alternative fee arrangements for one or more specific matters including a blended rate or a fixed
fee for the specific transaction or matter.

        Regardless of the fee arrangement applicable to any specific matter, each bill submitted
by the Firm to the Authority shall contain the following information: 1) the name of each
individual providing the service for which payment is sought; 2) the title of that person and, for
counsel or associates, whether the individual has ____ or more years of experience; 3) a
description of the service provided; 4) if the services are being billed on an hourly rate, the rate
change for this service; 5) the time spent performing the service; 6) the regular billing rate for
that individual; and 7) the total fees charged for services performed by minority and woman
attorneys. In those instances where the Firm is providing services pursuant to a a co-counsel,
joint venture or other partnering arrangement, the foregoing information shall be provided by
each firm providing legal services to the Authority.

        The Authority agrees that the above fees do not include charges and disbursements that
will be billed in addition to your legal services. These charges and disbursements include long
distance telephone charges, facsimile charges, postage, copying and printing costs, preparation of
electronic transcripts, delivery charges, filing fees, meals and travel expenses. Charges and
disbursements will be billed at their actual cost to the Firm. Each bill submitted by the firm shall
itemize each disbursement for which reimbursement is sought and where appropriate, shall
include supporting documentation. The Authority will not pay for travel (including but not
limited to, transportation costs or overnight accommodations) to places where the Firm has an
office or for word processing during regular hours.

        The laws of the State of New York shall govern the interpretation of this Engagement
Letter, including all rules or codes of ethics that apply to the provision of services and Part 137
of the Rules of the Chief Administrator of the Court that applies to the resolution of certain fee
disputes. In addition, the Firm acknowledges that it has read Chapter 1 of the Laws of 2005, as
amended, regarding procurement lobbying and that the certifications provided to the Authority in
connection with this engagement, including Certification regarding the Commission on Public
                                                               Dormitory Authority of the State of New York
                                                                          Healthcare Restructuring Counsel
                                                                                               Page 36 of 36



Integrity and Compliance with the Code of Business Ethics, are complete, true and accurate and
will be updated to reflect any change in information.

        The Authority acknowledges that your firm also represents clients other than the
Authority (“Firm Clients”) and from time to time, your Firm may be asked to represent either: 1)
the Authority in a matter in which one or more of the Firm’s Clients is involved but where such
Firm Client is represented by counsel other than your Firm; or 2) a Firm Client in a transaction in
which the Authority is involved but where the Authority is represented by other counsel. Please
be informed that the Authority has no objection to such representation subject to the following
conditions: 1) your Firm has determined that such representation is consistent with the
requirements of DR5-105 of the New York Code of Professional Responsibility; 2) your Firm
notifies the Authority in writing of each instance in which it is relying on this provision and
whether it has also obtained the consent of the Firm Client; and 3) your Firm agrees that it will
not represent a Firm Client against the Authority or the Authority against a Firm Client in
connection with any litigation.

       The Firm acknowledges that at the direction of the Authority, the Firm may be required
to work with other law firms empanelled by the Authority including minority and women-owned
business enterprise firms, on specific matters or transactions. The specific tasks and duties to be
performed by each firm, together with the fees to be charged for their respective services, shall
be determined by the Authority and the firms in advance of the commencement of work.

        The Authority periodically or upon completion of assignment will review the quality and
cost-effectiveness of the services provided by the Firm. This review shall include consideration
of the Firm’s adherence to the representations made regarding diversity practices as well as the
actual percentage of work performed by women and minority professionals assigned to the
Authority’s engagement. The Firm therefore acknowledges that that a Firm may be removed
from the Healthcare Restructuring Counsel Panel prior to the expiration of of the term of this
Engagement Letter. The Authority similarly acknowledges that the Firm, consistent with its
obligations under the New York Code of Professional Responsibility, may resign from the panel
prior to such term.

       Please acknowledge the terms of this agreement by signing and returning this letter to me
by ________, 2012. We look forward to working with you.

                                                     Very truly yours,

Attachments
Agreed to and accepted for:
[The Firm]

By: ______________________________

Dated: __________________________

								
To top