24-119-RFP_Legal_Services_for_Procurement_and_Purchasing_-_Master.pdf

24-119-RFP Legal Services for Procurement and Purchasing BASE REV 07/07/2023

REQUEST FOR RESPONSE (RFP)

PROFESSIONAL SERVICES

24-119-RFP

Legal Services for Procurement and Purchasing

Solicitation 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 September 1, 2023, 5:00 PM EST

RESPONSES DUE DATE/TIME: September 12, 2023 11:00 AM EST

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

VIRTUAL OPENING MEETING: September 12, 2023, 11:00 AM EST

Microsoft Teams meeting Click here to join the meeting

Meeting ID: 286 825 850 315 Passcode: 3hg9i6 https://teams.microsoft.com/l/meetup-join/19%3ameeting_ODIxODQwZTUtNzFhNS00NGY3LTk3N2EtNGZlMDFiYTFhMDk2%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

E-Procurement Platform

The Aviation Authority’s Purchasing Department has transitioned to a new E- Procurement Platform OpenGov. New solicitations will be posted with OpenGov and electronic responses will be accepted via the e-Procurement Portal.

To access new solicitations, visit https://procurement.opengov.com/portal/goaa to get started, click here to sign up. You will receive an email to activate your account.

For more information about how to register, please see our help file here.

Registration and Notification of Solicitations

THERE IS NO COST FOR VENDORS TO REGISTER WITH OPENGOV

Receiving Electronic Responses to Bids/Responses

To successfully submit a response to a solicitation, Vendors are required to submit their electronic response via OpenGov - https://procurement.opengov.com/portal/goaa. Mailed, faxed, emailed, and hand delivered submissions will not be accepted. Responses will only be accepted via OpenGov. By way of the e-Procurement Portal, responses will be locked and digitally encrypted until the submission deadline passes.

https://procurement.opengov.com/signup http://help.procurement.opengov.com/en/articles/2482165-vendor-registration https://procurement.opengov.com/signup

Table of Contents E-Procurement Platform

Receiving Electronic Responses to Bids/Responses

AMERICANS WITH DISBAILITIES ACT

1.0 GENERAL INFORMATION

1.1 Tentative Schedule

1.2 Intent and Purpose

1.3 Solicitation Information

1.4 Submitting Questions and Receiving Responses

1.5 Communications; Questions Regarding Specifications or Response Process

1.6 Withdrawal of Responses

1.7 Notice of Intent to Award Agreement

1.8 Public Meetings/Public Records

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

1.10 Code of Ethics and Business Conduct Policy

1.11 Responsible Vendor Determination

1.12 Exceptions to Terms and Conditions within the Solicitation

1.13 Waiver and/or Rejection of Irregular Request for Responses

1.14 Lobbying Statement

1.15 Proprietary Information

2.0 SCOPE OF SERVICES

2.1 Scope of Services

2.2 Transition Plan

2.3 Schedule of Fees

2.4 Executed Engagement Letter to Constitute Entire Agreement

2.5 Non-Exclusive Services

3.0 RESPONSE REQUIREMENTS

3.1 Evaluation of Submittals

3.2 Selection Process

3.3 Insurance Requirements

4.0 SUBMISSION REQUIREMENTS

4.1 Preparing Responses in Required Format

Tab 1 Table of Contents

Tab 2 Cover Letter

Tab 3 Respondent’s Experience and Qualifications

Tab 4 Knowledge and Experience of Key Individuals and Team

Tab 5 Transition Plan

Tab 6 Conflicts of Interest

1. Conflict of Interest Disclosure Form

2. Certification Regarding Prohibition Against Contracting with Scrutinized

3. Current W9

5.0 EXHIBITS:

EXHIBIT A: FORM OF ENGAGEMENT LETTER

EXHIBIT B: Scope of Legal Services

EXHIBIT C: Schedule of Fees - Hourly Billable Rates

AMERICANS WITH DISBAILITIES ACT

GOAA does not discriminate upon the basis of any individual’s disability status. Anyone requiring reasonable accommodations as provided for the Americans with Disabilities Act or Section 86.26, Florida Statutes, should contact ADA Coordinator at 407-825-2006 as soon as possible, at least one full business day prior to any scheduled meeting.

1.0 GENERAL INFORMATION

a. The Greater Orlando Aviation Authority (Aviation Authority) is soliciting interested parties to retain an attorney or firm of attorneys to serve in the capacity of Procurement and Purchasing Department Counsel for the Aviation Authority at the Orlando International Airport.

b. The Agreement period, if an Agreement is awarded following the solicitation process, will be for five (5) years, with the initial service to commence on or about December 1, 2023. The agreement between the successful Respondent and the Aviation Authority will be non-exclusive.

1.1 Tentative Schedule

Release Date August 21, 2023 Deadline for submission of questions September 1, 2023 Deadline to submit Responses (by 11:00 a.m. Eastern Time) September 12, 2023 Aviation Authority Board October 18, 2023

The meetings of the Ad-Hoc 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

It is the intent of the Aviation Authority that a Respondent will provide the services specified in the Scope of Services detailed in Section 2.0. The Aviation Authority intends to select the Respondent that it deems to be the most highly qualified, responsible, and responsive to the Aviation Authority to perform the required services after considering the evaluation criteria, in its exclusive discretion.

1.3 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, to include a result of a technology issue are still considered late and 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. Respondents shall not be allowed to modify their Reponses after the opening time and date. Responses may be examined thirty (30) days after the solicitation opening or upon recommendation for award, whichever occurs first.

1.4 Submitting Questions and Receiving Responses

Respondents shall submit all inquiries regarding this Solicitation 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. Respondents may also click “Follow” on this solicitation to receive an email notification when answers are posted. It is the responsibility of the Respondent to check the website for answers to inquiries.

a. If a Virtual and/or Pre-Response Conference is held, please see the Cover

Page of this solicitation for the location, date, and time. The purpose of any Pre-Response Conference is to review and discuss the solicitation (and any addenda) as published. Attendance is not mandatory but is highly encouraged.

Bidders are expected to be familiar with the solicitation Documents.

b. 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

c. All prospective Respondents shall thoroughly examine and become familiar with the solicitation package and carefully note the items which must be submitted with the solicitation as detailed in Section 4, Submission Requirements.

d. Submission of a Response shall constitute an acknowledgment that the

Respondent has read and understands the solicitation Documents. The failure or neglect of a Respondent to receive or examine any Solicitation Document shall in no way relieve it from any obligations under its Response 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.

e. Unless otherwise noted, Respondents shall submit one Response only.

1.5 Communications; Questions Regarding Specifications or Response Process

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

b. Any official communication from a Respondent during the Solicitation process should be submitted in writing to the Aviation Authority to the email address as directed during the Proposal process. A copy of the Administration Policies

(Sections 180.01 and 180.03) are available upon request from the Manager of Board Services.

c. In accordance with the above-referenced policies, any communication directly or indirectly to seek to encourage any specific result in connection with an Aviation Authority selecting process, including but not limited to, written communications, any and all forms of electronic communications or messaging, including social media, oral communications either in person or by telephone, initiated by a Proposer or through a lobbyist, agent or third person, to any Aviation Authority staff and/or Committee/Board member who is a member of any committee constituted for the purposes of ranking Solicitations, making recommendations or making an award, is prohibited from the time that the Solicitation is released to the time that the award is made.

1.6 Withdrawal of Responses

No Response may be withdrawn after the scheduled Response opening time for a period of ninety (90) days. Any Respondent withdrawing or attempting to withdraw its Response 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 Respondent 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 Respondent’s submission shall be deemed the Respondent’s acknowledgment of an agreement to the provisions of this Section.

1.7 Notice of Intent to Award Agreement

Unless all Responses 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 Responses to the responsible and responsive Respondent submitting the Response deemed to be most advantageous to the Aviation Authority, all factors being considered. For all procurements, the Aviation Authority reserves the right to reject any or all Responses and to cancel the procurement or to solicit new Responses.

The Aviation Authority intends, but is not obligated, to enter into a non-exclusive agreement with the highest ranked Respondent 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.

1.8 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 Response will constitute public records under Florida law regardless of any person’s claim that proprietary or trade secret information is contained therein.

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

Respondent is and shall remain an independent Consultant and is neither agent, employee, partner, nor joint venture of Aviation Authority. Respondent acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 located at 8 U.S.C. 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.

1.10 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 Respondent 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 Respondent to Response 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.

1.11 Responsible Vendor Determination

Respondents are 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.

1.12 Exceptions to Terms and Conditions within the Solicitation

If the Respondent desires to take exception(s) to any portion of the terms and conditions of this Solicitation, the exception(s) must be taken during the question and answer period, and response will be included in an Addendum. Exceptions noted within the response submittal will cause the response to be deemed non-responsive. Respondents 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.

1.13 Waiver and/or Rejection of Irregular Request for Responses

The Aviation Authority reserves the right to waive informalities or irregularities in any Responses, to reject any or all Responses in whole or in part, with or without cause, and to accept that Response, if any, which in its judgment is deemed to be responsible and responsive, and in its sole discretion is deemed the most advantageous to the Aviation Authority to perform the required services after considering the evaluation criteria.

1.14 Lobbying Statement

All firms are hereby placed on notice the Aviation Authority Board and staff shall not be contacted about this Response. 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 Response; and written correspondence concerning Solicitation’s may be submitted to the Purchasing Department. An appropriate official or employee of the Aviation Authority may initiate communication with a Respondent in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Solicitation. Any official communication from a Respondent during the Solicitation process should be submitted in writing to 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 Solicitation 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 Board action to disqualify your 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 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response. (F.S. 287.057 (23))

1.15 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 Respondents should be aware that the Solicitation and the responses thereto are public records. However, the Respondents are requested to identify specifically any information contained in their Response which they believe to be exempt from disclosure, citing specifically the applicable exempting law.

The Aviation Authority will consider a Respondent’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 Respondents in response to this

Solicitation will become the property of the Aviation Authority, will not be returned to the Respondents, 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.

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24-119-RFP Legal Services for Procurement and Purchasing BASE REV 7/1/2023

2.0 SCOPE OF SERVICES

2.1 Scope of Services

The attorney or firm of attorneys selected will be required to perform the following services:

a. Advise the Aviation Authority on matters related to purchasing and procurement, compliance with applicable laws regarding purchasing and procurement, and serve as day-to-day counsel to support the client groups involved in purchasing decisions as assigned.

b. Attend as requested or as necessary and provide oversight and coordination of the Aviation Authority’s Procurement Committee meetings.

c. Review and assist in drafting the Aviation Authority board meeting agenda items regarding the Procurement and Purchasing Department or from the Procurement Committee.

d. Coordinate representation with the Aviation Authority’s General Counsel.

2.2 Transition Plan

The attorney or firm of attorneys selected shall provide a proposed transition plan to assume the counsel responsibilities, as specified in Section 2.1

2.3 Schedule of Fees

a. The attorney or firm of attorneys selected shall provide an affirmative statement in its submittal acknowledging agreement to the Aviation Authority’s established hourly rates, as may be determined from time to time. The current hourly rates are established as:

Specialty Counsel: $405/hour Partners: $345/ hour Associates: $265/ hour Paralegals: $165/hour

b. The Specialty Counsel rate shall not be used except on a limited project-by-project basis by a single well-qualified and experienced attorney following written approval by the Authority’s departmental representative.

c. “Specialty Counsel” means one senior attorney with the firm with outstanding credentials and experience in the field of public finance. Specialty Counsel should be supported by capable Partners and Associates to efficiently handle the representation in a cost-effective manner.

2.4 Executed Engagement Letter to Constitute Entire Agreement.

In the event of an award, the engagement letter, substantially in the form attached as Exhibit “A” to this Solicitation, will constitute the entire agreement of the parties and will supersede any representations, commitments, conditions, or agreements made orally or in writing prior to execution of the engagement letter.

2.5 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.

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3.0 RESPONSE REQUIREMENTS

3.1 Evaluation of Submittals

a. The Aviation Authority, in its sole discretion, may award the Contract to the responsible and responsive Respondent submitting the Response which is deemed to be the most advantageous to the Aviation Authority, price and other factors being considered.

b. 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.

c. The Aviation Authority reserves the right to solicit from available sources relevant information concerning a Respondent’s past performance and may consider such information in its evaluation and selection of Respondents.

3.2 Selection Process

a. Responses to this solicitation will be evaluated by an Ad Hoc Committee based on all the required information per Section 4.0 Response Submission Requirements.

The recommendation of the Ad Hoc Committee will be considered by 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 Respondents that appear to be the most advantageous to the Aviation Authority to perform the requested services to present/interview with the Ad Hoc Committee. The purpose of such an interview would be to allow Respondents to elaborate upon their Response before a recommendation for ranking of the Responses is made. Interviews, along with the written Response will become part of the Respondent’s response to be evaluated by the Ad Hoc Committee.

c. The Ad Hoc Committee may conduct a presentation and interview session with one or more Respondents after initial evaluation. Following presentations/interviews, or in the event 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.

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 Respondent 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 solicitations, to reject any or all solicitations, 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 and Aviation Authority Board are public meetings.

g. After the Aviation Authority Board has made a selection, the selected firm will be asked to execute the engagement letter in substantially the form attached to this RFP. If the selected firm fails to execute the engagement letter within the time allotted by the Aviation Authority, the Aviation Authority may then move to the next ranked firm. Upon successful execution of the engagement letter, the remaining firms will be notified that the process has been completed and that they were not selected. The Authority may make a single award for the Finance Department Counsel services or may select more than one firm and divide the work.

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

3.3 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. General Liability and Automobile Liability:

1. 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 Authority and the City and their members (including, without limitation, members of the Authority’s Board and the City’s Council and members of the https://orlandoairports.net/ 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 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.

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 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.

4.0 SUBMISSION REQUIREMENTS

Respondents interested in providing the 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 Format

Tab 1 Table of Contents

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

Tab 2 Cover Letter

A. Provide a brief narrative description of the firm’s expertise, experience, history, and the resources directly available for the proposed project.

B. Respondent must certify in writing with its Response that Respondent is registered/qualified to do business in the State of Florida. Include a copy of such registration/application to the Aviation Authority with the submission.

C. Provide the name of Respondent's firm(s) to include:

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

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

3. Locations of all offices and dates established.

4. Federal employer identification number.

Tab 3 Respondent’s Experience and Qualifications

A. Experience and Qualifications

Respondent shall demonstrate the specialized experience and technical competence of the firm. The firm should highlight the ability to perform the

Scope of Services identified in section 2.1 for governmental entities and, if applicable, airports.

B. References

Respondents’ references should demonstrate that the Respondent 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 Respondent’s capabilities and experience. It is the Respondent’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 (3), but no more than five. Please note any references which are airports and/or governmental entity clients.

Respondent 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) Respondent’s Role and Identify the Lead Individual

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

2. The Respondent 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 Respondent and its team members.

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

C. Insurance

Please state whether the firm meets or does not meet each of the insurance thresholds identified in Section 3.3.

Tab 4 Knowledge and Experience of Key Individuals and Team

A. Respondent shall demonstrate the specialized experience and technical competence of the key attorneys and support staff who will provide the requested services, including but not limited to the proposed lead counsel, and key staff in each firm. Knowledge, recent experience, and expertise of these key individuals with projects of similar type and complexity will be a material consideration.

1. Identify the lead counsel, highlighting their qualifications and experience.

2. Provide the names, qualifications, and experience of the team members to be assigned to the representation.

3. Provide biographies of team members to be assigned to this

Solicitation.

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

Tab 5 Transition Plan

The attorney or firm of attorneys selected shall provide a proposed transition plan to assume the counsel responsibilities, as specified in Section 2.1

Tab 6 Conflicts of Interest

Describe any conflicts of interest with the Aviation Authority that the Respondent’s firm has or may have and how that conflict of interest would be mitigated or provide an affirmative statement that there are none.

1. Conflict of Interest Disclosure Form

The award of this Contract is subject to the provisions of Chapter 112, Florida Statutes. All Respondents must disclose within their Response the name of any officer, director, employee or agent (or their spouse or child) who is also an employee or officer of the Aviation Authority.

By submission of this Response, the undersigned certifies, under penalty of perjury that to the best of their knowledge and belief, have met the Florida Statute.

Comments:

Acknowledged by:

Firm Name:

Signature of Authorized Representative:

Name and Title (Print or Type):

Date:

2. Certification Regarding Prohibition Against Contracting with Scrutinized Companies

I hereby certify that neither the undersigned entity, nor any of its wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations, that exists for the purpose of making profit have been placed on the Scrutinized Companies that Boycott Israel List created pursuant to s. 215.4725 of the Florida Statutes, or are engaged in a boycott of Israel.

In addition, if this solicitation is for a Contract for goods or services of one million dollars or more, I hereby certify that neither the undersigned entity, nor any of its wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations, that exists for the purpose of making profit are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to s. 215.473 of the Florida Statutes, or are engaged in business operations in Cuba or Syria as defined in said statute.

I understand and agree that the Aviation Authority may immediately terminate any Contract resulting from this solicitation upon written notice if the undersigned entity (or any of those related entities of Respondent as defined above by Florida law) are found to have submitted a false certification or any of the following occur with respect to the company or a related entity: (i) it has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or (ii) for any Contract for goods or services of one million dollars or more, it has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or it is found to have been engaged in business operations in Cuba or Syria.

Name of Respondent:____________________________________

By:__________________________________________________ (Authorized Signature)

Title:_________________________________________________

Date:_________________________________________________

3. Current W9

Request for Taxpayer Identification Number and Certification ▶

Go to for instructions and the latest information.

5.0 EXHIBITS:

EXHIBIT A: FORM OF ENGAGEMENT LETTER

General Terms and Conditions of Engagement

EXHIBIT B: Scope of Legal Services

EXHIBIT C: Schedule of Fees - Hourly Billable Rates

24-119-RFP Legal Services for Procurement and Purchasing

EXHIBIT “A”

(FORM OF ENGAGEMENT LETTER)

[DATE]

Carson Good Chairman Greater Orlando Aviation Authority One Jeff Fuqua Boulevard Orlando, Florida 32827-4399

Re: Confirmation of Engagement as General Counsel to the Greater Orlando Aviation

Authority (the “Aviation Authority”)

Dear Chairman Good:

In accordance with the selection by the Board of the Aviation Authority, this letter will confirm the terms under which ___________________________________ (name of attorney/firm) is engaged to represent the Aviation Authority as the Aviation Authority’s General Counsel. We are pleased that the Aviation Authority has selected us to serve as its General Counsel and appreciate the confidence which it has demonstrated in us by doing so.

At the outset of each new engagement, it is our custom and practice to confirm in writing the terms of the professional relationship we are establishing, including the identity of our client, the scope of our professional undertaking, the legal fees and other essential business terms of our representation of the Aviation Authority.

We are being engaged to represent the Aviation Authority as its General Counsel.

We are not being engaged to represent, and we will not represent, any other person or entity pursuant to this engagement, except as we hereafter expressly agree in writing.

We will represent the Aviation Authority as its General Counsel and perform the legal services as listed on Exhibit B. _____________________ will serve as General Counsel. In the event this individual is not available, __________________ will temporarily serve in that capacity. Among the various services to be provided pursuant hereto, we will oversee, coordinate and manage the services by all firms providing legal counsel to the Aviation Authority. However, the Aviation Authority agrees that the coordination, assignment and oversight of such legal services shall not be deemed to create a basis for the liability of our law firm for the professional negligence of any attorney or law firm whose legal services are being coordinated, assigned or overseen by us. Any attorney or law firm, General Counsel or otherwise, shall be liable for their individual professional negligence, if any.

Our representation of the Aviation Authority in this engagement will commence on

December 1, 2023 and will terminate five years thereafter. The Aviation Authority may terminate this engagement prior to its expiration by thirty (30) days’ prior written notice to us.

The Aviation Authority agrees to pay fees for the legal services to be rendered on the Authority’s behalf. The compensation for legal services rendered during the course of our representation of the Authority shall be based upon the hourly rates set forth in the Request for Proposals, as they are amended from time to time by the Authority. Any adjustment to rates from time to time will require written approval by the Authority’s Chairman and Chief Executive Officer.

In addition to the fees for legal services, the Aviation Authority agrees to pay_________ for all costs and expenses incurred or charged on the Authority’s behalf in connection with our engagement, such as courier services, long-distance telephone charges, photocopying, postage, court reporter fees, costs of deposition transcripts, secretarial overtime or temporary staff services, court fees, the use of computerized legal research and data base facilities and other similar charges. The reimbursements of those expenses shall be based upon the rates approved from time to time by the Chief Executive Officer. All travel expenses incurred by our firm on the Authority’s behalf must be pre-approved and shall be billed in compliance with the Authority’s policies and procedures as amended from time to time. We acknowledge the Aviation Authority does not reimburse for local mileage or tolls.

Before they are sent to the Aviation Authority each month, I will personally review all statements for our professional services in order to ensure that the charges for our professional services and related costs and expenses are reasonable and appropriate for the nature of the services rendered. Our invoices are due within thirty (30) days after presentation.

Please understand that our professional fees and costs and expenses for this engagement are not predictable for a variety of reasons and, particularly, because of circumstances that may be entirely out of our control (or the Authority’s). Accordingly, this will confirm that we have made no commitment to the Aviation Authority concerning the maximum amount of our compensation in respect of this engagement. Further, it is to be understood that the payment of our compensation for this engagement is in no way contingent on the ultimate outcome of any matter arising during this engagement.

Unless otherwise expressly stated herein, it is understood and agreed that the Authority is not relying upon us for business, investment or accounting advice or decisions, or to investigate the character or credit of any persons with whom it is or may be dealing.

Moreover, except as specifically set forth in Exhibit B hereto, the Aviation Authority is not hereby engaging our law firm to provide substantive attention to the Authority’s business affairs. Accordingly, our knowledge and involvement in the business operations of the Authority shall be limited to the particular matters identified in Exhibit B.

This firm has represented, and continues to represent, many different individual, partnership, corporate and other organizational clients with various interests in numerous businesses and industries. By executing this engagement letter the Aviation Authority is acknowledging its understanding of the same. We do not believe our work for the Authority in this engagement constitutes a conflict of interest on any other matter we are currently handling. The Aviation Authority agrees to provide the firm at the outset of this engagement, and on a continuing basis, with adequate information which will allow the firm to perform periodic conflict of interest checks. It is possible that during the course of our representation in this engagement, the Authority may become involved in transactions or disputes with other clients of our firm in which its interests are or become adverse to the interests of one or more of our other clients. If such a conflict between the Aviation Authority’s interests and those of another of our clients were to arise, we will promptly notify you of that circumstance as soon as we become aware of the same.

Other material terms of this engagement are set forth in the General Terms and

Conditions of Engagement attached as Exhibit A to this engagement letter which are incorporated into this engagement letter. The Aviation Authority’s acceptance of the terms of this engagement letter includes the acceptance of and agreement to abide by the General Terms and Conditions of Engagement set forth on Exhibit A. If any of them are unacceptable, please advise us now, so that we may resolve any differences and proceed with this engagement with a clear understanding of the essential terms of our professional relationship.

Unless a different engagement letter is executed in the future, the terms of this engagement letter will also be applicable to and govern our professional relationship on all subsequent matters on or in which we may become involved or engaged on the Authority’s behalf.

Please understand that while we cannot, and do not, guarantee the outcome or success of this or any other engagement or professional undertaking, we will earnestly strive to represent and serve the Authority’s interests in this engagement effectively, efficiently and responsively while endeavoring to accomplish the Authority’s objectives in this engagement.

Our firm will provide evidence of insurance requirements contained in the Request for Proposals PS-716 to the Authority and agrees to maintain same in effect during the full term of our engagement. The policies shall be for such limits previously stated or as the Chief Executive Officer may require.

If this engagement letter, including the attached General Terms and Conditions of

Engagement, is in accord with the Authority’s understanding of the terms of the professional relationship which we are establishing, please sign the enclosed copy of this letter and return it to me, via e-mail.

Should you have questions concerning this engagement letter, including the attachments thereto, or the manner in which we are handling this engagement on your behalf from time to time, please do not hesitate to contact me.

Very truly yours, [FIRM NAME]

General Terms and Conditions of Engagement - Exhibit A Scope of Legal Services- Exhibit B Hourly Billable Rates- Exhibit C

CC: Kevin Thibault, Chief Executive Officer (via email: kevin.thibault@goaa.org)

ACCEPTANCE

The foregoing terms of this engagement, including the General Terms and

Conditions of Engagement on the attached Exhibit A, are hereby approved and accepted.

GREATER ORLANDO AVIATION AUTHORITY

Carson Good, Chairman

EXHIBIT A

GENERAL TERMS AND CONDITIONS OF

ENGAGEMENT

Compensable Expenses: During the course of this engagement, it is likely that the Aviation Authority will be required to incur or we will be asked by third party vendors to advance on its behalf properly allocable out-of-pocket costs and expenses. We may forward to the Aviation Authority invoices for such services and products from third party vendors, which the Aviation Authority agrees promptly to pay directly to the third-party vendors.

In the case of expenses incurred and disbursements made by us to third-party vendors and/or service providers on the Aviation Authority’s behalf, it will be billed at our actual invoiced cost. However, we reserve the right, in appropriate circumstances (particularly, when substantial obligations are to be incurred on your behalf to third-party vendors and/or service providers in furtherance of this engagement), to have invoices received from such third-party vendors and/or service providers forwarded or furnished directly to the Aviation Authority for prompt payment, in which event, the Aviation Authority agrees to pay such invoices not later than thirty (30) days from its receipt of same and indemnify, discharge, save and hold us harmless from, any liabilities or claims asserted against us by reason or on account of the failure to do so.

Billing and Payment: Fees, charges and expenses will generally be billed monthly and are payable upon presentation. You agree that you will promptly review our invoices, raise any questions regarding the amounts and items billed within 30 days of presentation and pay all amounts billed consistent with these Terms of Engagement.

Estimates: Although we may from time to time respond to a client request for an estimate of the amount(s) of professional fees and/or costs and expenses that may be incurred in an engagement, or on a particular task or undertaking in furtherance of an engagement, such estimates, even though given by us in good faith and on the basis of our best judgment when given, are inherently inexact and are always subject to unforeseen contingencies and changed facts and/or circumstances.