24-110-RFP_Bond_Tax_and_Disclosure_Counsel_MASTER_8.1.2023.pdf

24-110-RFP Bond/Tax and Disclosure Counsel Services BASE REV 06/08/2023

REQUEST FOR PROPOSAL (RFP)

PROFESSIONAL SERVICES

24-110 BOND/TAX AND DISCLOSURE COUNSEL SERVICES

RFP documents are available from the Greater Orlando Aviation Authority’s Purchasing and Procurement Department e-Procurement Platform:

https://procurement.opengov.com/portal/goaa

DEADLINE FOR QUESTIONS August 11, 2023, 5:00 PM EST

RESPONSES DUE DATE/TIME: August 25, 2023 11:00 AM EST

Sealed Electronic offers will be accepted up to 11:00 AM (local time), August 25, 2023, via the electronic procurement portal referenced above.

VIRTUAL OPENING MEETING: August 25, 2023, 11:00 AM EST

Microsoft Teams meeting

Click here to join the meeting

Meeting ID: 291 836 612 466 Passcode: mfwQvE https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzgxMDVjM2YtYjY4MC00OGZmLTlhNjQtYjQzYWM4M2IwMWM4%40thread.v2/0?context=%7b%22Tid%22%3a%22d704ebcc-99a6-46da-84cb-6a2258292a9a%22%2c%22Oid%22%3a%2227e18e2f-f222-471c-9523-a26561a446be%22%7d

Table of Contents

1.1 Tentative Schedule

1.2 Intent and Purpose

1.3 Objectives

1.4 Background Information

1.5 Solicitation Information

1.6 Submitting Questions and Receiving Responses

1.7 Communications; Questions Regarding Specifications or Proposal Process

1.8 Withdrawal of Proposals

1.9 Notice of Intent to Award Agreement

1.10 Public Meetings/Public Records

1.11 Independent Consultant Status and Compliance with the Immigration Reform and Control Act

1.12 Code of Ethics and Business Conduct Policy

1.13 Exceptions to Terms and Conditions within the RFP

1.14 Waiver and/or Rejection of Irregular Request for Proposals

1.15 Lobbying Statement

1.16 Proprietary Information

2.0 SCOPE OF SERVICES

2.1 Scope of Services

2.2 Non-Exclusive Services

3.0 PROPOSAL REQUIREMENTS

3.1 Proposer’s Minimum Requirements

3.2 Evaluation of Proposal Award

3.3 Selection Process

3.4 Insurance Requirements

3.5 Minority and Women Business Enterprise ("MWBE") Participation Program

3.6 Verification of Employment Status

4.0 PROPOSAL SUBMISSION REQUIREMENTS

4.1 Preparing Responses in Required Proposal Format

Tab 1 Table of Contents

Tab 2 General Company Information

Tab 3 Proposer’s Experience and Qualifications

Tab 4 Knowledge and Experience of Key Individuals and Team

Tab 5 MWBE Action Plan

Tab 5 Additional Requirements of the Proposal

Tab 6 Schedule of Fees

1. Proposer’s Certification Form

2. Conflict of Interest Disclosure Form

3. Certification Regarding Prohibition Against Contracting with Scrutinized

4. E-Verification Certification Form

5. Current W9

5.0 EXHIBITS:

5.1 Exhibit 1: The Aviation Authority Capital Plan

GENERAL INFORMATION

a. The Greater Orlando Aviation Authority (Aviation Authority) is soliciting interested parties to perform Bond/Tax and Disclosure Counsel Services for the Aviation Authority.

b. The Agreement period, if an Agreement is awarded following the RFP process, will be for 3 years, with the initial service to commence on or about January 1, 2024, and with the Aviation Authority having options to renew the Agreement for one (1) additional period of twenty four month (24) upon mutual agreement.

The agreement between the successful Proposer(s) and the Aviation Authority will be non-exclusive.

1.1 Tentative Schedule

Release Date August 1, 2023 Deadline for submission of questions (by 5:00 p.m. Eastern Time) August 11, 2023 Release of Addendum, if any August 18, 2023 Deadline to submit Proposals (by 11:00 a.m. Eastern Time) August 25, 2023 Ad Hoc Committee September 21, 2023 Interviews, if necessary September 27, 2023 Finance Committee October 18, 2023 Aviation Authority Board December 13, 2023

The meetings of the Ad Hoc Committee, Finance Committee, and Aviation Authority Board are public meetings, and meeting schedules are posted every week on the Aviation Authority website.

1.2 Intent and Purpose

a. The Aviation Authority is seeking proposals in response to this RFP from qualified law firms recognized in the practice of municipal finance or public securities to serve as the Aviation Authority’s (1) Bond/Tax Counsel, and/or (2) Disclosure Counsel. Proposers may submit for either or both of Bond/Tax Counsel and/or Disclosure Counsel. The Aviation Authority reserves the right to select one or more than one Proposer for each of Bond/Tax Counsel and Disclosure Counsel.

It is the intent of the Aviation Authority that a Proposer(s) will provide the services specified in the Scope of Services detailed in Section 2.0.

b. Proposers seeking to serve as the Aviation Authority’s Bond/Tax counsel will participate in (a) the issuance of Airport Revenue Bonds and other debt instruments which may be required from time to time to finance additions and improvements at the Aviation Authority, (b) the refunding of outstanding indebtedness, and (c) providing assistance in interpreting and revising the Aviation Authority’s Bond Resolution as required, including in all cases the delivery of required tax opinions and resolution of tax issues. This firm may be asked to assist the Aviation Authority in the evaluation and implementation of interest rate swaps and other derivative financial products. The firm may also be asked to provide the

Aviation Authority with assistance on compliance with U.S. Treasury law and other applicable regulatory requirements.

c. Proposers seeking to serve as the Aviation Authority’s Disclosure Counsel will participate in (a) the preparation of disclosure documents in connection with bond and other financing transactions, and (b) advising the Authority on continuing disclosure obligations. The firm may also be asked to provide the Authority with assistance on compliance with U.S. Treasury law and other applicable regulatory requirements.

1.3 Objectives

a. The purpose of this RFP is to identify firms that are qualified to serve as (1) Bond/Tax counsel, and/or (2) Disclosure Counsel, including firms qualified as Minority/Women Business Enterprises (“MWBE”). For purposes of this RFP, references to firms and proposers shall also include MWBE firms and proposers.

b. There is no assurance that any of the firms responding to this request will be selected, or that any of the firms selected will be used on any or all financings conducted by the Aviation Authority. There is also no assurance that the Aviation Authority will conduct financing during the term of the appointment.

c. The Aviation Authority separately selects other financing team members, including underwriters and financial advisors. For each particular financing or other project, the Aviation Authority may adjust the responsibilities and assignments of the financing team members and may select any of multiple team members previously approved for a particular role, including any qualified MWBE, in order to best utilize, in the Aviation Authority's judgment, the expertise of its various financing team members. A financing team member is not guaranteed to work on all or any Aviation Authority transaction.

1.4 Background Information

a. The Aviation Authority expects more than 54 million domestic and international passengers will travel through the Orlando International Airport (MCO) during the 2023 fiscal year.

b. As of January 2023, MCO is served by 34 commercial airlines and 6 cargo carriers. In January 2022, the Airport was served by 30 commercial airlines and 7 cargo carriers.

c. MCO, like all airports in the United States, is required to be self-sustaining, with airport revenues being generated from user fees, concessions, and airline revenues. No local taxpayer dollars contribute to the operation of MCO.

d. Financial Condition and Outlook

As of September 30, 2022, the Aviation Authority had approximately $79 million in current debt and $2.8 billion in long-term debt. Total debt consists of Taxable and Tax-Exempt Revenue Bonds and short-term financing. Senior and subordinated ratings are as follows:

Senior Subordinated Standard & Poor Global AA- A+ Moody's AA3 A1 Fitch AA- A+ Kroll Bond Rating Agency AA n/a

The Aviation Authority's fiscal year 2023 annual budget is approximately $684 million, which includes the operation of the terminal hotel facility. The Aviation Authority’s operating net income for the year ended September 30, 2022 was approximately $123.7 million. This includes $170.8 million in depreciation expense.

For more information, please see the Authority’s Annual Comprehensive Financial Report (ACFR) Fiscal Year Ended September 30, 2022 (available under the Business/Financial Reports Section on www.orlandoairports.net).

e. Capital and Financing Plan

The Aviation Authority prepares a five-year capital plan and financing plan which shows anticipated funding sources from federal and state grants, passenger facility charges, customer facility charges, Aviation Authority funds and revenue bonds. The capital plan is included (Exhibit 1) and is subject to the Aviation Authority Board approval.

1.5 Solicitation Information

a. Sealed electronic responses will be received for this solicitation through the

Greater Orlando Aviation Authority e-Procurement Portal located at https://procurement.opengov.com/portal/goaa. By way of the e-Procurement Portal, responses will be locked and digitally encrypted until the submission deadline passes.

b. Responses submitted by hard copy, e-mail, telephone or fax shall not be accepted. Responses submitted outside of the designated electronic submission portal shall be rejected as non-responsive regardless of where received.

c. The Aviation Authority shall not be responsible for delays caused by any occurrence. This shall include any delay as a result of a technology issue. Any late response shall not be accepted.

d. The time/date stamp clock located in the electronic submittal portal shall serve as the official authority to determine lateness of any response.

e. Vendors shall not be allowed to modify their Reponses after the deadline to submit proposals. Responses may be examined thirty (30) days after the solicitation opening or upon recommendation for award, whichever occurs first.

1.6 Submitting Questions and Receiving Responses

Proposers shall submit all inquiries regarding this RFP via the e-Procurement Portal, https://procurement.opengov.com/portal/goaa. Please note the deadline for submitting inquiries. All answers to inquiries will be posted on the Aviation Authority e-Procurement Platform. Proposers may also click “Follow” on this RFP to receive an email notification when answers are posted. It is the responsibility of the Proposer to check the website for answers to inquiries.

a. If the Purchasing Department determines that it is necessary to change the dates or times prior to the due date, the change will be announced and posted on the e-Procurement Portal

b. All prospective Bidders/Proposers shall thoroughly examine and become familiar with the RFP package and carefully note the items which must be submitted with the RFP as detailed in Section 4, Proposal Submission Requirements.

c. Submission of a Proposal shall constitute an acknowledgment that the

Proposer has read and understands the RFP Documents. The failure or neglect of a Proposer to receive or examine any RFP Document shall in no way relieve it from any obligations under its Proposal or the Contract. No claim for additional compensation will be allowed which is based upon a lack of knowledge or understanding of any of the Contract Documents or the scope of work.

d. Proposers shall submit one (1) Proposal for Bond/Tax Counsel services, and/or one (1) Proposal for Disclosure Counsel Services.

1.7 Communications; Questions Regarding Specifications or Proposal Process

a. All communication and contact regarding this solicitation shall be directed to the Senior Purchasing Agent via the e-Procurement Portal, https://procurement.opengov.com/portal/goaa.

b. In accordance with the Administration Policies Section 180.01 and 180.03; any communication directly or indirectly to seek to encourage any specific result in connection with an Aviation Authority selection process.

1.8 Withdrawal of Proposals

No Proposal may be withdrawn after the scheduled Proposal opening time for a period of ninety (90) days. Any Proposer withdrawing or attempting to withdraw its Proposal prior to the expiration of the 90 day period shall be obligated to reimburse the Aviation

Authority for all its costs incurred in connection with such withdrawal or attempted withdrawal including, without limitation, any increased costs for procuring the goods or services from another Proposer or all costs of advertising and re-procuring the goods or services, and all attorneys’ fees, in addition to payment of Aviation Authority’s other damages.

A Proposer’s submission shall be deemed the Proposer’s acknowledgment of an agreement to the provisions of this Section.

1.9 Notice of Intent to Award Agreement

Unless all Proposals are rejected by the Aviation Authority, a Notice of Intent to Award is anticipated to be provided within ninety (90) days from the opening of Proposals to the responsible and responsive Proposer(s) receiving the highest scores, pursuant to the evaluation criteria and scoring parameters set forth in Section 3.2 below. For all procurements, the Aviation Authority reserves the right to reject any or all Proposals and to cancel the procurement or to solicit new Proposals.

The Aviation Authority intends, but is not obligated, to enter into a non-exclusive agreement with the highest ranked Proposer(s) to perform the required Services described herein. The Aviation Authority reserves its right to award any or all of the advertised services subject to the availability of funding.

1.10 Public Meetings/Public Records

Please be aware that all meetings of the Aviation Authority’s Board are duly noticed public meetings and all documents submitted to the Aviation Authority as a part of or in connection with a Proposal will constitute public records under Florida law regardless of any person’s claim that proprietary or trade secret information is contained therein.

1.11 Independent Consultant Status and Compliance with the Immigration Reform and Control Act

Proposer is and shall remain an independent Consultant and is neither agent, employee, partner, nor joint venture of Aviation Authority. Proposer acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 located at 8 B.SC. 1324, et seq. and regulations relating thereto, as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach of the Agreement.

1.12 Code of Ethics and Business Conduct Policy

The Aviation Authority has adopted a Code of Ethics and Business Conduct Policy (Section 204.01) which addresses, the obligation of the Aviation Authority’s Board members and employees to follow the Florida Statutes in reference to these issues.

This includes, but is not limited to, the obligations of the Aviation Authority’s Board members and employees with respect to having an interest in business entities, outside employment, gratuities, divulgence of information, unauthorized compensation and acceptance of gifts.

Please be aware that any violation of this policy by a Proposer and/or any attempt to influence an Aviation Authority Board member or employee to violate the policy is sufficient cause for the denial of the right of the Proposer to submit a Proposal on any Contract or sell any materials, supplies, equipment, or services to the Aviation Authority for a period of time that is determined by the Chief Executive Officer. A copy of this policy is available upon request from the Chief Administrative Officer.

1.13 Exceptions to Terms and Conditions within the RFP

If the Proposer desires to take exception(s) to any portion of the terms and conditions of this RFP, the exception(s) must be taken during the question and answer period, and the Aviation Authority’s response will be included in an Addendum. Exceptions noted within the response submittal will cause the response to be deemed non-responsive. Proposers shall not substitute entire agreements or sets of terms and conditions but discuss separately each term or condition that they take exception to or desire to change.

1.14 Waiver and/or Rejection of Irregular Request for Proposals

The Aviation Authority reserves the right to waive informalities or irregularities in any Proposals, to reject any or all Proposals in whole or in part, with or without cause.

1.15 Lobbying Statement

All firms are hereby placed on notice the Aviation Authority Board and staff shall not be contacted about this Proposal. Firms and their agents are hereby placed on notice that they are not to contact members of the Aviation Authority staff and/or Committee/Board member (with the exception of designated Purchasing Liaison).

Public meetings and public deliberations of the Selection Committee are the only acceptable forum for the discussion of merits of products/services requested by the Request for Proposal; and written correspondence concerning RFP’s may be submitted to the Purchasing Liaison. An appropriate official or employee of the Aviation Authority may initiate communication with a Proposer in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Solicitation. Any official communication from a Proposer during the RFP process should be submitted in writing to the Purchasing Liaison c/o the Greater Orlando Aviation Authority, GOAA Annex Building, Purchasing Department, 5855 Cargo Road, Orlando, FL 32827-4399 or via the e-Procurement Platform as directed during the RFP process. A copy of the Administration Policies (Sections 180.01 and 180.03) are available upon request from the Chief Administrative Officer. Failure to adhere to these requirements could result in the disqualification of a firm from consideration of award.

Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the third business day following the agency posting the notice of intended award, (, any employee or officer or board member of the Aviation Authority concerning any aspect of this solicitation, except in writing to the Purchasing Liaison or as provided in the solicitation documents.

Violation of this provision may be grounds for rejecting a response. (F.S. 287.057 (23))

1.16 Proprietary Information

a. In accordance with Chapter 119 of the Florida Statutes (Public Records Law) and except as may be provided by other applicable State and Federal Law, all Proposers should be aware that the RFP and the responses thereto are public records. However, the Proposers are requested to identify specifically any information contained in their Proposal which they believe to be exempt from disclosure, citing specifically the applicable exempting law. The Aviation Authority will consider a Proposer’s opinions regarding the applicability of Chapter 119, Florida Statutes, but shall not be obligated to concur in such opinions.

b. All information and documents received from Proposers in response to this

RFP will become the property of the Aviation Authority, will not be returned to the Proposers, and will be incorporated in the final Agreement in the event of Agreement award, with the exception of any financial information exempt from the Public Records Laws. Any work product produced as part of the Agreement will become the exclusive property of the Aviation Authority.

2.0 SCOPE OF SERVICES

2.1 Scope of Services

The specific services to be performed shall be determined from time to time by the Aviation Authority, included but not limited to the following:

A. Bond/Tax Counsel Services

The firm(s) selected to provide Bond/Tax Counsel Services will be required to perform all services and duties customarily and usually performed by Bond/Tax Counsel preliminary to and accompanying the rendering of an approving opinion as to the legality and tax exempt status of, and the sale of, Aviation Authority airport revenue bonds or other debt instruments. Services to be performed by Bond/Tax Counsel shall include, but are not limited to, the following Scope of Work:

1. Review the financing programs proposed from time to time by Aviation

Authority staff and its financial advisor(s) and provide advice as to compliance of the program with applicable law, pending or proposed revisions in the law, including U. S. Treasury rules and regulations, and the Aviation Authority’s Bond Resolution and other governing documents.

2. Services Relative to Primary Debt Offerings:

a) Serve as a member of the Aviation Authority’s financing team and attend meetings and participate in conference calls of the Aviation Authority and its committees, when so requested;

b) Advise as to procedures, required approvals and filings, schedule of events for timely issuance, and other legal matters relative to capital projects, and the issuance of the bonds or other debt instruments, whether the financing is undertaken by competitive bid or negotiated sale;

c) Prepare an appropriate resolution and any amendments thereto in order to authorize the issuance of the bonds or other debt instruments;

d) Prepare any amendments or supplements to the Aviation

Authority’s Bond Resolution, and prepare trustee, registrar or paying agent agreements or similar documents necessary or desirable in connection with the financing;

e) If sale is by competitive bid, assist in preparation of the bid documents, notice of sale, and any other documentation or action necessary to conduct a sale of the bonds in that manner;

f) If sale is negotiated, assist in the review of the bond purchase agreement and preparation of any other documentation or action necessary to conduct a sale in that manner;

g) Assist in preparation of the preliminary official statement and official statement and preparation of the award resolution, and any amendments thereto, for the sale of the bonds;

h) Prepare, obtain, deliver and file all closing documents necessary in connection with the sale and issuance of the bonds or other debt instruments;

i) Provide bound and electronic copies of the closing documents in the number requested by the Aviation Authority;

j) Issue standard, comprehensive Bond/Tax Counsel opinions as to the legality of the bonds or other debt instruments, the security for their payment and the exemption from federal income taxation of the interest on the bonds, as well as the customary 10b-5 opinion as to certain information contained in the official statements, and other appropriate opinions that may be required;

and

k) Prepare documentation in connection with any public hearing and approval process related to the issuance of debt by the Aviation Authority.

3. Review or prepare, as directed by the Aviation Authority’s General

Counsel or Finance Counsel, all pleadings for filing in the validation proceedings, if any.

4. Review the transcript of all proceedings in connection with the foregoing and indicate any necessary corrective action.

5. Advise the Aviation Authority with respect to matters concerning capital projects, its outstanding senior lien bonds, subordinate debt, other parity indebtedness, and any other financial matters related to the issuance of debt or investments of debt proceeds that may be requested by the Aviation Authority.

6. Assist the Aviation Authority in the evaluation and implementation or termination of interest rate swaps, derivative financial products, or other credit support or credit enhancement products.

7. Provide assistance with the interpretation of, and preparation of amendments to, the Bond Resolution as required.

8. Advise the financing team as to tax matters relative to issuance of debt instruments and determination of tax status of project (e.g. AMT, Non- AMT or Taxable).

9. Assist the Aviation Authority in complying with applicable Federal and

State tax laws and regulations.

10. Provide general advice and consultation to the Aviation Authority and its financing team related to tax issues.

11. Proactively advise the Aviation Authority about required filings and other compliance issues, and changes or proposed changes in applicable law and regulations.

12. Perform such other services related to the foregoing as may be requested by the Aviation Authority from time to time

B. Disclosure Counsel Services

1. Provide services relative to primary debt offerings, including, but not limited to, the following:

a) Serve as a member of the Aviation Authority’s financing team;

b) Assist the financing team in determining the information and specific language to be included in the Official Statement or other disclosure documents for bond and/or note issuances;

c) Make inquiries to assure that all material facts are fully disclosed to potential investors and that there have been no material omissions or misstatements of fact regarding a financing;

d) Advise the financing team as to disclosure requirements relative to issuance of the debt instruments;

e) Prepare, with the assistance of financing team members, the Preliminary Official Statement, Official Statement, and any other applicable disclosure document, and any amendments thereto in connection with Aviation Authority financings (i.e. bank loans, lines of credit);

f) Render appropriate opinions as to the adequacy and completeness of information included in the offering and disclosure documents relating to Aviation Authority financings;

g) Assist the Aviation Authority in complying with Federal and State regulatory agencies’ laws and regulations; and

h) Negotiate and prepare the Continuing Disclosure Undertaking;

2. Provide services not directly related to a debt offerings, including, but not limited to, the following:

a) Provide assistance with the annual disclosure document;

b) Provide services relative to formulation of comprehensive policies and standardized documents for primary and secondary disclosure;

c) Provide general advice and consultation to the Aviation Authority related to disclosure issues;

d) Attend meetings and participate in conference calls of the

Aviation Authority and its committees, when so requested, and

e) Proactively advise the Aviation Authority about required continuing disclosure filings and other compliance issues, and changes or proposed changes in applicable law and regulations, including implementation and continued monitoring of material event disclosure requirement including, but not limited to, other financial obligations as defined under Rule 15c2-12.

3. Perform such other services related to the foregoing as may be requested by the Aviation Authority from time to time

2.2 Non-Exclusive Services

This is a non-exclusive Agreement. During the term of this Agreement, and any extensions thereof, the Aviation Authority reserves the right to contract for another provider for similar services as it determines necessary in its sole discretion.

3.0 PROPOSAL REQUIREMENTS

3.1 Proposer’s Minimum Requirements

Proposers must meet the following minimum requirements to be considered for the award of the contract. Proposers will address each requirement specifically in their Proposal.

Each Proposer must acknowledge and provide written documentation that their firm meets the Requirements.

a. Proposer must be registered/qualified to do business in the State of Florida.

Provide a copy of such registration/qualification to the Aviation Authority with the Proposal submission.

b. Proposer shall have a minimum of five (5) years’ experience providing services of the type described in the Scope of Services above. Proposer shall provide an affirmative statement and/or documentary proof of such experience with the

3.2 Evaluation of Proposal Award

a. Proposer(s) must meet the requirements as stated in Section 3.1 and demonstrate the capability required to provide the services described in Section 2.0 Scope of Services.

b. Proposals will be evaluated using the following criteria:

EVALUATION CRITERIA

CATEGORY POINTS

Experience and Qualifications of Proposer; Successful Completion of Similar Engagements, based on Proposals and References

Knowledge and Experience of Key Individuals and Team; 35 MWBE Action Plan and Proposed Participation Level 15 Additional Requirements of the Proposal (Prior or Pending Convictions, Indictments, Investigations, Regulatory Investigations, Claims Information, Conflict of Interest, Proof of Insurance, Financial Statements)

Professional Fees 10

TOTAL: 100

c. The Aviation Authority, in its sole discretion, may award the Contract to the responsible and responsive Proposer(s) submitting the Proposal receiving the highest scores, pursuant to the evaluation criteria and scoring parameters set forth in this Section 3.2.

d. Respondent is hereby notified that Section 287.05701, Florida Statutes, requires that the Aviation Authority may not request documentation of or consider a vendor's social, political, or ideological interests when determining if the vendor is a responsible vendor.

e. The Aviation Authority reserves the right to solicit from available sources relevant information concerning a Proposer’s past performance, including with the Aviation Authority, and may consider such information in its evaluation and selection of Proposer(s).

3.3 Selection Process

a. Responses to this RFP will be evaluated by the Ad Hoc Committee based upon the Evaluation Criteria per Section 3.2. The Ad Hoc Committee recommendation will be considered by the Finance Committee and the Aviation Authority Board for award.

b. The Ad Hoc Committee will evaluate the responses and may, at its discretion, invite one or more of the Proposers that appear to be the most advantageous to the Aviation Authority to perform the requested services for Bond/Tax Counsel and Disclosure Counsel to present/interview with the Ad Hoc Committee. The purpose of such an interview would be to allow Proposers to elaborate upon their Proposal and respond to specific questions from the committee before a recommendation for ranking of the Proposals is made. Interviews, along with the written Proposal will become part of the Proposer’s response to be evaluated by the Ad Hoc Committee

c. Following presentations/interviews, or in the event the Ad Hoc Committee determines that presentations/interviews are not necessary, the Ad Hoc Committee shall make a final ranking and select in order of preference, in order to make a recommendation to the Aviation Authority’s Board, the responsible, responsive, and in its sole discretion, most advantageous to the Aviation Authority to perform the requested services for Bond/Tax Counsel and Disclosure Counsel.

d. The Aviation Authority shall have the right, but not the obligation, to award all or any portion of the Services. The extent and scope of the Services, along with the fees for such services, will be subject to final approval by the Aviation Authority.

The Aviation Authority intends, but is not obligated, to enter into a non-exclusive agreement with the highest ranked Proposer(s) to perform the required Services described herein. The Aviation Authority reserves its right to award any or all of the advertised services subject to the availability of funding.

e. The Aviation Authority reserves the right to waive any informality in the RFPs, to reject any or all RFPs, and to re-advertise or elect not to proceed with the services for any reason.

f. All recommendations and decisions regarding award of the services shall be made at open public meetings in accordance with the requirements of Florida Statute 286.011, and all interested parties are invited to attend such meetings. The meetings of the Ad Hoc Committee, Finance Committee and Aviation Authority Board are public meetings.

g. All parties desiring information regarding the award of the Contract may visit https://Orlandoairports.net

3.4 Insurance Requirements

At its sole expense, the Consultant shall maintain the following insurance during the term of this Agreement, including any extensions or renewals and such insurance will apply to Consultant, its employees, agents, and subcontractors.

a. Commercial General Liability insurance covering any and all claims for property damage and bodily injury (including death) and including, but not limited to premises, products and completed operations, and contractual liability for Consultant’s covenants, with a limit of liability not less than One Million Dollars ($1,000,000) per occurrence; and

b. Additional Insured Endorsement. Such above referenced liability insurance shall name Aviation Authority and the City and their members (including, without limitation, members of the Aviation Authority’s Board and the City’s Council and members of the citizens’ advisory committees of each), officers, employees, and agents as additional insureds.

c. Workers’ Compensation and Employer’s Liability. The following insurance shall apply to all Consultant’s employees who will be engaged on Aviation Authority property in the performances of Services in this Agreement: (i) workers’ compensation insurance with statutory limits in accordance with Florida law, and

(ii) employer’s liability insurance policy limits not be less than $100,000 for each accident, $100,000 for disease each employee and $500,000 for disease policy limit. If the Consultant is self-insured, the Consultant shall provide proof of self-insurance and authorization to self-insure as required by applicable Florida laws and regulations.

d. Professional Services / Errors & Omissions Liability Insurance. Insurance covering Consultant for claims, losses and expenses resulting from wrongful acts or omissions committed in the performance of, or failure to perform, all Services under this Agreement with limits not less than Five Million Dollars ($5,000,000) per claim.

https://orlandoairports.net/

e. Other Insurance Requirements. Consultant agrees to the following as it relates to all above required insurance:

1. Self-Insured Retention and Deductibles. Consultant’s insurance policies shall not be subject to a self-insured retention or deductible exceeding $10,000, if the value of the Contract is less than $1,000,000, and not be subject to a self-insured retention or deductible exceeding $100,000, if the Contract is $1,000,000 or more, unless approved by the Aviation Authority’s Chief Executive Officer. The above deductible limits may be exceeded if the Consultant’s insurer is required to pay claims from the first dollar at 100% of the claim value without any requirement that Consultant pay the deductible prior to its insurer’s payment of the claim.

2. Insurance policies shall be primary insurance and not contributory to any other valid insurance the Aviation Authority may possess, and that any other insurance the Aviation Authority does possess shall be considered excess insurance only.

3. Insurance shall be carried with an insurance company or companies with a financial stability rating by A.M. Best of B+ VI or better and said policies shall be in a form acceptable to the Aviation Authority.

4. Any liability insurance maintained by Consultant written on a claims-made form basis will maintain coverage for two (2) years to cover claims made after the Consultant has concluded its services to the Aviation Authority.

5. All insurance required for this Contract shall contain a waiver of subrogation clause, as allowed by law, in favor of the Aviation Authority and the City of Orlando.

6. A properly completed and executed Certificate of Insurance on a form provided or approved by the Aviation Authority (such as a current ACORD form) evidencing the insurance coverages required by this Section shall be furnished to the Aviation Authority upon the Notice of Intent to Award of contract or prior to any start of services, whichever comes first, and each renewal thereafter during the term of this Agreement and its renewal/extension. Consultant acknowledges that any acceptance of Certificate of Insurance by Aviation Authority does not waive any obligations herein this Agreement.

7. The Aviation Authority is currently contracted with a third party for the management of all insurance certificates related to Aviation Authority Contracts. Consultants who enter into a Contract with the Aviation Authority will be contacted directly by the third party vendor for insurance certificates and related matters such as expired certificates. An introductory letter will be sent instructing each Consultant of the proper procedures for processing updated insurance certificates as well as any other insurance related matter that may arise over the term of the Contract. Consultants will respond as directed in the introductory letter as well as any further instructions they may receive.

8. The Consultant shall provide the Aviation Authority immediate written notice of any adverse material change to the Consultant’s required insurance coverage. For purposes of this Insurance Section, an “adverse material change” shall mean any reduction in the limits of the insurer’s liability, any reduction of any insurance coverage, or any increase in the Consultant’s self-insured retention and any non-renewal or cancellation of required insurance.

9. If any insurance coverage is canceled or reduced, Consultant shall, within forty-eight (48) hours remit to Aviation Authority a Certificate of Insurance showing that the required insurance has been reinstated or replaced by another insurance company or companies acceptable to Aviation Authority.

If Consultant fails to obtain or have such insurance reinstated, Aviation Authority may, if it so elects, and without waiving any other remedy it may have against Consultant, immediately terminate this Contract upon written notice to Consultant.

10. The Aviation Authority’s Chief Executive Officer shall have the right to alter the monetary limits or coverages herein specified from time to time during the term of this Contract, and Consultant shall comply with all reasonable requests of the Chief Executive Officer with respect thereto.

3.5 Minority and Women Business Enterprise ("MWBE") Participation Program

a. All Proposers are hereby notified that they must respond to the Minority and Women Business Enterprise (MWBE) participation goals for this Contract, as set forth herein and as referenced in the Aviation Authority's MWBE Participation Program. The Policies, Forms and certified MWBE Directory are available on-line at the Aviation Authority’s web site: http://www.orlandoairports.net/small_business

b. The Aviation Authority’s MWBE participation program goal is 17% for Goods and

Services. For this RFP the Proposer will propose the level of MWBE participation.

c. The Aviation Authority is seeking a detailed MWBE action plan that the Proposer will commit to implementing in order to develop MWBE skills and experience in a robust, meaningful matter, reduce barriers of entry for MWBEs, and promote development of MWBEs. Although there is no mandatory MWBE participation goal for these services, the proposed MWBE action plan may be a material factor in the evaluation process.

http://www.orlandoairports.net/small_business

d. The MWBE action plan shall at a minimum address the following factors relevant to MWBE participation on the Engagement:

1. Key Personnel: Name, title and contact information of the person responsible for the management of the small business program plan.

2. Growth/Development: Provide a narrative for each proposed small business where you clearly state the plan to grow and develop the small business.

Identify the matrix used to track achievement.

3. Identify Opportunities: Identify opportunities for small businesses based on current or revised contract scope.

4. Prompt Payment: Describe the invoice/payment process to ensure that the small business is paid within a reasonable time after submitting an invoice.

5. Apprenticeship, mentorship or other training programs: Please describe successful programs you have implemented and provide information about programs to which you will commit on this Engagement.

e. Questions concerning the MWBE Program can be addressed to the Aviation

Authority's Office of Small Business Development, Attn. Mr. Orlando Santiago, Greater Orlando Aviation Authority, Orlando International Airport, 5850-B Cargo Road, Orlando, FL 32827; OSantiago@goaa.org.

Proposers shall be solely responsible for confirming MWBE subcontractors' experience, capacity, certification and any other information related to the Proposal.

3.6 Verification of Employment Status

a. Prior to the employment of any person under this Contract, the Contractor shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the Contract term, and an express requirement that Contractors include in such subcontracts the requirement that Subcontractors performing work or providing services pursuant to the state Contract utilize the E-Verify system to verify the employment eligibility of all new employees hired by the Subcontractor during the Contract term. For more information on this process, please refer to United States Citizenship and Immigration Service site at:

https://www.uscis.gov/portal/site/uscis

b. Only those employees determined eligible to work within the United States shall be employed under this Agreement. By submission of a Proposal in response to this solicitation, the Contractor affirms that all employees in the above categories shall undergo e-verification before placement on this Contract. The Contractor shall commit to complying with this requirement.

mailto:OSantiago@goaa.org https://www.uscis.gov/portal/site/uscis

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4.0 PROPOSAL SUBMISSION REQUIREMENTS

Vendors interested in providing Bond/Tax and/or Disclosure Counsel Services shall submit their responses via e-Procurement Platform system. Once Vendors register with OpenGov, Vendors will submit their response securely before the solicitation deadline:

By clicking the PARTICIPATE BUTTON under the solicitation. Responses submitted on the e-Procurement Platform with OpenGov, the response will remain locked and inaccessible by the Aviation Authority’s Purchasing Staff until the solicitation deadline.

4.1 Preparing Responses in Required Proposal Format

a. The Proposal requirements in this section are not to limit the creativity in the presentation of a Proposal, but rather to list the elements of a Proposal response that the Aviation Authority deems most important to its evaluation process.

b. It is the Proposer’s responsibility to incorporate all pertinent information effectively, to communicate the Proposer’s concept and meet the requirements listed in Section 3.1 Proposer’s Requirements and Section 3.2 Evaluation of Proposal Award. The Proposer should prepare its proposal simply and economically, providing a straightforward, concise description of the Proposer's capability to satisfy the conditions and requirements of this competitive solicitation.

Tab 1 Table of Contents

Please insert a table of contents and a set of tabs to identify each sections of the Proposal to facilitate quick reference.

Tab 2 General Company Information

Provide the name of Proposer's company (including the name of any parent company), Include:

1. Contact name and complete contact information of individual responsible for account (“Lead Individual”).

2. Type of organization (corporation, sole proprietor, partnership, other).

3. Date the firm was established.

4. Federal employer identification number.

A. Cover Letter

Provide a brief narrative description of the firm’s experience and qualifications in representing public entities generally, and airports specifically, on matters related to the scope of services set forth in Section 2 above. Identify if you are submitting a proposal for Bond/Tax Counsel Service and/or Disclosure Counsel Service for the Aviation

Authority. If you are submitting Proposals for both Bond/Tax and Disclosure services, you must submit separate proposals, and identified accordingly.

B. Minimum Requirements

1. Proposer must certify in writing with its Proposal that Proposer is registered/qualified to do business in the State of Florida. Include a copy of such registration/application to the Aviation Authority with the

2. Proposer shall have a minimum of five (5) years’ experience providing services of the type described in the Scope of Services above. Proposer shall provide an affirmative statement and/or documentary proof of such experience with the Proposal submission.

NOTE: If the Proposer is a joint venture or partnership, which is not currently in existence, the above requested documentation shall be submitted from each entity of the proposed joint venture or partnership.

Tab 3 Proposer’s Experience and Qualifications

A. Proposer shall demonstrate the specialized experience and technical competence of the firms comprising the team (including a joint venture, associate, or professional subconsultant), considering the type of services required. Include information such as firm’s past record of performance on contracts with other government agencies or public bodies and with private industry, including such factors as quality of work, ability to meet schedules, cooperation, and responsiveness.

1. Provide a list of contracts with a similar scope of services active in the past five years in which you were engaged by public entities or airports. The list should include Client name and location, including address and phone number of Client’s project manager or primary contact, and location where services were provided if different from client location, years of service, and role played (e.g., bond counsel), and meaningful experience beyond transaction.

2. Describe recent services pertaining to engagements involving alternative financing instruments, including but not limited to the Transportation Infrastructure Finance and Innovation Act (TIFIA).

Describe any innovative strategies or solutions proposed or implemented by the Proposer’s firm in the context of such alternative financing instruments.

3. Include a tabular listing of airport transactions, for which the firm served as Bond/Tax, and/or Disclosure Counsel, as relevant to your proposal, since January 1, 2018. The tabular listing should include:

a) Issuer

b) Date of Issue

c) Par amount

d) Type of revenue (e.g., GARB, PFC, CFC, or Special Purpose)

e) Tax profile of issue (e.g., taxable/tax-exempt, AMT/Non-AMT)

f) Lien priority (e.g., senior or subordinate)

4. If proposing for Bond/Tax Counsel, provide a description of the firm’s tax experience and qualifications, including its experience with tax exempt revenue bonds and tax exempt airport revenue bonds, as well as your firm’s capacity for arbitrage liability analysis.

5. If proposing for Disclosure Counsel, provide a description of the firm’s experience with the relevant federal securities laws, e.g., Rule 10b-5 and Rule 15c2-12, including your firm’s approach to mitigating continuing disclosure issues for issuers in the future.

B. References

Proposers’ references should demonstrate that the Proposer and the key individuals have the experience required, and reasonably has the reputation to perform the Scope of Services. References shall be able to validate the Proposer’s capabilities and experience. It is the Proposer’s responsibility to provide references and information that most closely demonstrates their experience with organizations (airports, counties, municipalities, or universities) of similar size, complexity, and risk exposure as the Aviation Authority.

1. Provide a minimum of three, but no more than five, references of airports and/or governmental entity clients. Proposer shall provide the following information for each reference:

a) Organization’s Name

b) Address

c) Contact person

d) Telephone number and email address of contact person

e) Brief Description of Project

f) Proposer’s Role and Identify the Lead Individual

g) Date of Services/Status (current or past client)

2. The Proposer authorizes the Aviation Authority, its staff or consultants to contact any of the references provided in the response and specifically authorizes such references to release either orally or in writing, any appropriate data with respect to the Proposer and its Engagement Team members.

3. Proposer bears full responsibility for naming references which will respond to the Aviation Authority’s reference checks. If the Proposer’s references do not respond to the Aviation Authority’s reference checks, the Proposer’s evaluation could be adversely affected by non-responsive references.

Tab 4 Knowledge and Experience of Key Individuals and Team

A. Proposer shall demonstrate the specialized experience and technical competence of the key individuals and support staff who will provide the requested services, including but not limited to, the proposed lead individual, and key staff in each firm (including subconsultants).

Knowledge, recent experience, and expertise of these key individuals with clients of similar type and complexity as the Aviation Authority will be a material consideration.

1. Identify the Lead Individual, highlighting their qualifications and experience. Include the length of time and number of engagements the Proposer has with the proposed Lead Individual.

2. Provide the names, qualifications, and experience of the engagement team, (key employees, consultants, and sub-consultants) to be assigned to the engagement. Include the length of time and number of engagements the Proposer and the Lead Individual has had with the proposed team.

3. As to each attorney, include the following:

a) Whether a member in good standing of the Florida bar, and if so, the date of admission;

b) The experience and qualifications of such attorneys in representing airports specifically on matters related to the Scope of Work required by the Aviation Authority, as set forth in Section 2.0 above; and

c) The amount of time such attorneys have been with the firm.

4. Identify one attorney to appear at various Aviation Authority meetings to provide counsel on matters related to the Scope of Services.

5. If proposing for Bond/Tax Counsel, identify the attorney or…