RFP FOR FINANCIAL ADVISOR

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					From the Greater Orlando Aviation Authority
                                          [ENTITY NAME]
                                    REQUEST FOR PROPOSAL
                             FOR FINANCIAL ADVISORY SERVICES


                                              TABLE OF CONTENTS

                                                                                    Page
I.         Overview of Request for Proposal                                           1
           A. General Description                                                     1
           B. Majority Firm; Minority and Women Business Enterprise (“MWBE”) Firm     1
           C. Assignment of Work; Cooperation                                         1

II.        [entity name] Background
           A. Financial Condition and Outlook                                        2
           B. Capital and Financing Plan                                             2

III        Proposal Due Date                                                         2

IV.        Submission of Proposals
           A. Request for Additional Information                                     2
           B. Proposals Binding                                                      3
           C. Incurred Expenses                                                      3
           D. Proprietary Information                                                3
           E. Interviews                                                             3
           F. Acceptance/Rejection/Modifications to Proposals                        3
           G. No Separate Proposals From Proposers Under Common Control              3

V.         Evaluation Criteria and Selection Process
           A. Evaluation Criteria                                                    3
           B. Selection Process                                                      4
           C. Tentative Schedule                                                     5

VI.        Format and Content of RFP
           A. Title Page                                                             5
           B. Table of Contents                                                      5
           C. Cover Letter and Executive Summary                                     5
           D. Firm Overview                                                          5
           E. Personnel and References                                               5
           F. Airport or Other Relevant Financing Experience                         6
           G. Long-term Strategic Financial Planning Experience                      6
           H. Tax-Exempt New Money And Derivative Product Experience                 6
           I.  Taxable Financing Experience                                          6
           J.  Advance and Current Refunding Experience                              6
           K. Synthetic Advance Refundings And Other Related Financing Experience    6
           L. Market and Pricing Information                                         6
           M. Disciplinary Action                                                    6
           N. Minority/Women-Owned Business Enterprise Participation 6               7
           O. Cost Proposal and Reimbursement of “Out-of-Pocket” Expenses            7
               A. Cost Proposal                                                      7
               B. Reimbursement of “Out-of-Pocket” Expenses                          7

VII.       Potential Conflict of Interest                                            7

VIII.      Business Relationships with Other Entities                                8

IX.        Terms of Agreement                                                        8

X.         Public Entity Crime Act                                                   8

XI.        Exhibits and Available Materials                                          8

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                                                   [ENTITY NAME]
                                               REQUEST FOR PROPOSAL
                                          FOR FINANCIAL ADVISORY SERVICES


           The [entity name] (the “[entity]”) is seeking proposals in response to this Request for Proposal (“RFP”)
           from qualified firms to serve as the [entity name]‟s financial advisors.

I.         Overview of Request for Proposal

           A.     General Description

                  The [entity name] is seeking the following financial services for a contract term of three years, with
                  two one-year options, which may be exercised at the [entity name]'s discretion. The [entity name] will
                  reserve the right to cancel this agreement for its convenience at any time with [number of days]
                  advanced written notice. The [entity name] intends to select at least two firms (one submitting as a
                  MWBE Firm and one submitting as a Majority Firm) and may select additional firms depending on
                  the responses to the RFP. The [entity name] may entertain joint proposals. Requested financial
                  advisory services may include, but are not limited to, assisting the [entity name] and its Finance
                  Committee to:

                           Provide as-needed financial advice regarding market conditions and trends, financial products,
                            credit and credit analysis, third party alternative financing and special facility financing.

                           Prepare analyses and evaluations of potential refundings and new money issues.

                           Review and evaluate financing options, derivative and other innovative products, financial
                            feasibility studies, legal documents, and pricing of any financing and any escrow.

                           Participate in rating agency presentations and preparation of official statements.

                           Provide other financial services as requested.

                            During the term of its contract, the financial advisors may not propose any financing
                            transactions nor serve as underwriter or swap counterparty for any [entity name]
                            financing. Furthermore, the financial advisors may not terminate their contracts
                            prematurely for the purpose of then serving as underwriter or swap counterparty for any
                            [entity name] financing.

           B.     Majority Firm; Minority and Women Business Enterprise (“MWBE”) Firm

                            1.    A proposer will be considered a Majority Firm if the proposal submitted by proposer is
                            designated as such, regardless of whether proposer would qualify as a MWBE.
                            2.    A proposer will be considered a MWBE Firm if the proposal submitted by proposer is
                            designated as such and proposer qualifies as a MWBE under the [entity name]‟s MWBE Policy.

           C.     Assignment of Work; Cooperation

                  The Executive Director will assign the work to be performed by the selected firms. The selected firms
                  will be expected to cooperate with each other in performing services for the [entity name].




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II.        [entity name] Background

           A.     Financial Condition and Outlook

                  As of [month/date/year], the [entity name] had over [amount] million in current debt and [amount]
                  billion in long-term debt. In [month/year], the [entity name] issued [amount] in [name type] Facility
                  Revenue Bonds. Total debt consists of Taxable and Tax-Exempt Revenue Bonds, loans from the City
                  of Gulf Breeze Loan Pool Program, commercial paper notes and other notes and short-term financing.
                  Short-term and long-term debt ratings are as follows:

                                                                       Short Term        Long Term
                            Standard & Poor's                             A-1                 A+
                            Moody's                                       P-1                 A1
                            Fitch's                                       F-1                 AA-

                  The [entity name]'s annual operating budget is approximately [amount] million, which includes the
                  operation of the terminal hotel facility. The [entity name]'s net income for the six-month period ended
                  [month/date/year] was [amount] million. This includes $29.1 million in depreciation expense.

           B.     Capital and Financing Plan

                  The [entity name] prepares a five-year capital plan and financing plan which shows anticipated
                  funding sources from federal and state grants, passenger facility charges, [entity name] funds and
                  revenue bonds. The capital plan currently addresses projects estimated at [amount] billion scheduled
                  for construction through the year [xxxx]. A copy of the most recent capital plan is enclosed as Exhibit
                  1. Also, the [entity name] prepares a one-year fiscal budget using the residual cost method (see
                  Exhibit 2).

III.        Proposal Due Date

            Sealed proposals including an original and ten (10) complete copies will be received at the Office of the
            Chief Financial Officer no later than [time]. [day], [month/date/year], unless this time is extended by
            written addendum issued by the [entity name] before that date. Proposals will not be accepted after this
            time. Proposals shall be addressed as follows:

                                                          [individual name]
                                                [position/title][division/department]
                                                             [entity name]
                                                  [street address], [floor number]
                                                        [city], [state/zipcode]

            Submitted envelopes should be marked “Request for Proposal for Financial Advisory Services -
            „_________‟ (Majority or MWBE) Firm ”. A proposal not designated as Majority or MWBE will be
            deemed a Majority Proposal.

IV.        Submission of Proposals

           A.     Request for Additional Information

                  By submitting a proposal, the proposer agrees to furnish such additional information as the [entity
                  name] may reasonably require. This includes information which indicates financial resources as well
                  as ability to provide the services. To the extent there are any revisions or additions to the information
                  provided or requested in the RFP, an addendum will be sent to all firms who received the RFP. The



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                  [entity name] reserves the right to make such investigations of the qualifications of the proposer as it
                  deems appropriate.

           B.     Proposals Binding

                  All proposals submitted shall be binding on proposers for one hundred twenty (120) calendar days
                  following opening of the proposals.

           C.     Incurred Expenses

                  The [entity name] is not responsible for any costs incurred by a firm in either responding to this RFP,
                  or in participating in oral presentations or meetings with the [entity name].

           D.     Proprietary Information

                  In accordance with Chapter 119 of the [name type] Statutes (Public Records Law), and except as may
                  be provided by other applicable State and Federal Law, all proposers should be aware that the RFPs
                  and the responses thereto are in the public domain. However, the proposers are requested to identify
                  specifically any information contained in their proposals which they believe to be exempt from
                  disclosure, citing specifically the applicable exempting law. The [entity name] will consider a
                  proposer's opinions regarding the applicability of Chapter 119, [state mane] Statutes, but shall not be
                  obligated to concur in such opinions, and shall have no liability to a proposer for making public any
                  information contained in a proposal.

                  All proposals received from proposers in response to this RFP will become the property of the [entity
                  name] and will not be returned to the proposers. In the event of contract award, all documentation
                  produced as part of the contract will become the exclusive property of the [entity name].

           E.     Interviews

                  The [entity name] reserves the right to interview some, all or none of the firms responding to this RFP
                  based solely on the [entity name]'s judgment as to the firm's qualifications and capabilities.


           F.     Acceptance/Rejection/Modifications to Proposals

                  The [entity name] reserves the right to negotiate modifications to the proposals that it deems
                  acceptable, to reject any or all proposals, to request and consider additional information from any firm,
                  and to waive minor irregularities and technical defects. The [entity name] reserves the right to seek
                  new proposals when it determines that it is in its best interest to do so. The [entity name] also reserves
                  the right not to pursue any specific financing products discussed in the RFP.

           G.     No Separate Proposals from Proposers Under Common Control

                  Proposers under common control may only submit a single proposal. The [entity name] reserves the
                  right to reject separate proposals from proposers under common control.

V.         Evaluation Criteria and Selection Process

           A.         Evaluation Criteria

                      At least two awards shall be made by the [entity name].




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                      The following criteria shall be used in the evaluation of proposals submitted by firms as Majority
                      Firms:

                      1.    Overall
                            a.   Responsiveness, organization and clarity of proposal related to the scope of work
                            b.   Agreement to meet the [entity name]‟s general terms and conditions
                            c.   Fees

                      2.    Assigned Personnel
                            a. Qualifications and experience in structuring, negotiating and implementing the full
                                range of tax-exempt and taxable bond and note financings, and other derivative product
                                options
                            b. Experience and knowledge of airport, municipal and Florida issuers and financings
                            c. Responses of references
                            d. Location and availability to [entity name] staff
                            e. Tenure with firm and length of time in the industry

                      3.    Firm Experience
                            a. Demonstrated ability to track and monitor relevant tax-exempt and taxable bond, swap
                                 and other derivative products and government securities markets
                            b. Commitment to public finance
                            c. Responses of references

                      The above criteria shall also be used in the evaluation of proposals submitted by firms as MWBE
                      Firms. Proposals submitted by firms as MWBE Firms shall additionally complete and submit the
                      Information for Determining MWBE Eligibility form attached as Exhibit 4.

           B.     Selection Process

                  Staff will evaluate the responses and recommend an unranked short-list of no more than four firms in
                  each category to the Finance Committee. The Finance Committee may accept, reject or change the
                  short-list as submitted by the staff. The Finance Committee may schedule interviews and/or
                  presentations with short-listed proposers.

                  A ranking of short-listed firms will be determined by the Finance Committee and submitted to the
                  [entity name] Board for approval. The [entity name] may accept the Finance Committee‟s ranking or
                  establish its own ranking of the candidate firms whether or not they were on the short-list.

                  After the Aviation [entity name] Board has established and approved the final ranking, negotiations
                  with the first ranked firm in each category will be initiated. If those negotiations are unsuccessful, the
                  [entity name] will then open negotiations with the next ranked firms, etc. until successful completion
                  of negotiations and execution of a contract.

                  The meetings of the Finance Committee and Aviation [entity name] Board are public meetings.

                  Any questions regarding this RFP or requests for available materials should be addressed to:

                                           [individual name]
                                           [position/title][division/department]
                                           [entity name]
                                           [street address]
                                           [city], [state/zipcode]
                                           [phone number]
                                           [fax number]


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                   Any questions should be addressed as described in this RFP. The [entity name] requests that you
                   do not contact any Board members, Finance Committee members or [entity name] staff other than
                   the individuals listed above after issuance of this RFP until you are notified of staff's
                   recommendation of short-listed proposers to the Finance Committee. The [entity name] reserves
                   the right to disqualify any firm that makes such unauthorized contacts during this process.

           C.     Tentative Schedule

                  Deadline for return of proposal (by [time])                  [month/date/year]
                  Recommended short-list to Finance Committee                  [month/date/year]
                  Tentative Interviews/Presentations                           [month/year]
                  Recommendation by Finance Committee                          [month/year]
                  Recommendation submitted to the [entity name] Board[month/date/year]

VI.        Format and Content of RFP

           A.     Title Page

                  Show the name of proposer‟s agency/firm, address, telephone number, name of contact person, date
                  and the subject: REQUEST FOR PROPOSAL FOR FINANCIAL ADVISORY SERVICES-
                  „___________‟ (MAJORITY OR MWBE) FIRM


           B.     Table of Contents

                  Include a clear identification of the material by section and by page number.


           C.     Cover Letter and Executive Summary

                  This letter should be signed by the person in your firm who is authorized to negotiate terms, render
                  binding decisions and commit the firm‟s resources.

                  Summarize the proposer‟s understanding of the work to be done and make a positive commitment to
                  perform the work in accordance with the terms of the proposal being submitted. This section should
                  summarize the key points of your submittal. In addition, you must include a statement that your firm
                  understands that if selected as financial advisor, your firm is prohibited from proposing any financing
                  transactions or serving as underwriter or swap counterparty for any [entity name] financing for the
                  duration of the contract and may not terminate the contract to do so.

                  Limit to one or two pages.

           D.     Firm Overview

                  Provide a brief description of how your firm is organized, including the businesses in which it is
                  engaged, the location of offices, the number of public finance professionals in each office, and the role
                  of the municipal department in your firm. Indicate your firm's commitment to the municipal bond
                  industry and comment on any recent significant changes in your organization. Include a discussion of
                  the specific expertise and services that distinguish your firm.

           E.     Personnel and References




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                  Provide the names, proposed roles, background and experience, office location and availability of the
                  personnel that would work on the [entity name]'s account, and specifically identify the primary
                  person(s) who will be responsible for managing the relationship with the [entity name]. Identify who
                  will provide any computer financial analysis services. For the proposed personnel, provide a list of
                  five clients worked with in the last 36 months; a brief description of the type and size of transaction
                  and the services you provided; and the names, titles, addresses and telephone numbers of the
                  government officials primarily responsible for the transactions. You should only list clients and
                  transactions which are similar to financings contemplated by the [entity name] (i.e., taxable or tax-
                  exempt new money issues, variable rate financings, refundings, derivatives, etc.). Also include a list of
                  your personnel's experience in the State of [state name] and provide three additional client references
                  for your firm.

           F.     Airport or Other Relevant Financing Experience

                  Provide a description of your proposed personnel's relevant experience over the last three years with
                  airport clients or other clients that you believe are relevant to this proposed engagement. Identify the
                  airports for which you are currently serving as financial advisor or underwriter. Include three case
                  studies, if available, that illustrate your experience with relevant services where the proposed
                  personnel have served as financial advisor.

           G.     Long-term Strategic Financial Planning Experience

                  Provide a description of your proposed personnel's relevant experience over the last three years.
                  Include three case studies, if available, that illustrate your experience with relevant services where the
                  proposed personnel have served as financial advisor.

           H.     Tax-Exempt New Money and Derivative Product Experience

                  Describe your proposed personnel's relevant experience over the last three years. Include three case
                  studies, if available, that illustrate your experience with relevant transactions where the proposed
                  personnel have served as financial advisor.

           I.     Taxable Financing Experience

                  Describe your proposed personnel's relevant experience over the last three years. Include three case
                  studies, if available, that illustrate your experience with relevant transactions where the proposed
                  personnel have served as financial advisor.

           J.     Advance and Current Refunding Experience

                  Provide a description of your proposed personnel's relevant experience over the last three years.
                  Include three case studies, if available, that illustrate your experience with relevant services where the
                  proposed personnel have served as financial advisor.

           K.     Synthetic Advance Refundings and Other Related Financing Experience

                  Provide a description of your proposed personnel's relevant experience over the last three years.
                  Include three case studies, if available, that illustrate your experience with relevant services where the
                  proposed personnel have served as financial advisor.

           L.     Market and Pricing Information

                  Describe your firm‟s knowledge, experience and resources in tracking and monitoring the tax-exempt
                  and taxable bond markets, including fixed rate, variable rate, swaps and other derivative products, and


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                  the government securities market. Include a discussion of your firm's participation in underwriting
                  tax-exempt and taxable bonds, acting as a principal in swap transactions, and providing investment
                  services. Also discuss your process for ensuring that the [entity name] receives the best price for any
                  bonds, financings involving swaps and other derivative products, and any escrow securities as part of
                  any refunding. Include a discussion of how you evaluate the success of any pricing.

           M.     Disciplinary Action

                  List any and all disciplinary action, administrative proceeding, malpractice claim or other like
                  proceeding against your firm or any of its personnel relating to your firm‟s services as financial advisor
                  current, pending or occurring in the last five (5) years.

           N. Minority/Women-Owned Business Enterprise Participation

                It is the policy of the [entity name] that MWBEs shall have the maximum opportunity to participate in
                all contracts and the [entity name] has established the MWBE Participation Program to implement this
                policy (see Exhibit 3).

                For this contract the [entity name] has established a MWBE Participation Goal of 17% of the total
                proposed expenditures. The [entity name] intends to select at least one MWBE Firm to participate in
                providing the requested financial advisory services. Proposers submitting as Majority Firms are
                therefore not expected to include MWBE participation in their proposals.

                The [entity name] will accept M/WBE certifications from the City of [city name], [county name] and
                any State of [state name] certification or a completed MWBE Schedule from Exhibit 4 which is
                attached.

           O. Cost Proposal and Reimbursement for “Out-of-Pocket” Expenses

                A. Cost Proposal

                      Present a concise list of the scope of services and the work products that your firm proposes to
                      provide. Given your proposed scope of services and work products, discuss your proposed fee
                      arrangement based on each of the following alternatives:

                            1. Compensation on a fixed annual cost, payable monthly.
                            2. Compensation on a time and expense basis, with a list of hourly billing rates for the proposed
                            personnel and any proposed increases in such rates during the term of the contract, and the types
                            of reimbursable expenses with proposed charges.
                            3. Compensation on a cents-per-bond or per $1,000 of notional amount basis to be paid on a
                            contingent basis for specific financing issues.

                      Fees will be subject to adjustment based upon assignment by the Executive Director of more than
                      one firm to a single project. Any omissions or ambiguities will be construed most favorable to the
                      [entity name].

                B. Reimbursement of “Out-of-Pocket” Expenses

                      The [entity name] shall reimburse for “Out-of-Pocket” expenses upon proper invoice rendered with
                      appropriate receipts attached. Such expenses include long distance telephone, postage, air express
                      charges, fax, reproduction and related costs necessarily incurred as Financial Advisor. Such
                      expenses will be paid from legally available funds of the [entity name]. Travel expenses related to
                      performance of the services to the [entity name], and approved in advance by the [entity name], will
                      be reimbursed in accordance with the [entity name]‟s travel policy. Any costs incurred by


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                      Financial Advisor which are not specifically provided for herein shall be the expense of Financial
                      Advisor.

VII.       Potential Conflict of Interest

           You should advise the [entity name] of any potential conflict known by your firm and discuss how, if
           selected, your firm would address any concerns raised by such dual representation. You should identify all
           the airports that you are currently representing. If your firm is selected as the [entity name]'s financial
           advisor, during the contract period your firm must notify the [entity name] when you enter into any new
           contracts with airport clients.

VIII.      Business Relationships With Other Entities

           Disclose all compensation/fee arrangements (formal or informal) that your firm, its related entities or any
           proposed personnel currently has, or within the past twelve months has had, with any other potential parties
           to contemplated financings in which your firm was engaged in any capacity. Such parties include, but are
           not limited to, swap providers, investment contract providers, verification agents, financial advisory firms,
           investment banking firms, any other consultants or financial institutions, and law firms.

IX.        Terms of Agreement

           The Agreement to be entered into with the successful proposer will include, but not be limited to, the
           following terms and conditions:

           A.        Fees and costs specified in the proposal will remain firm for the period of the contract.

           B.        Time will be of the essence for the proposer to meet the completion time, as specified in its
                     proposal. The proposers shall agree that all work shall be performed regularly, diligently, and
                     uninterrupted at such rate of progress as will ensure full completion thereof within the proposed
                     specified time.

           C.        By submitting a proposal, the proposer agrees to the general terms and conditions included at
                     Exhibit 5. If a proposer takes exception to any of the terms and conditions in Exhibit 5, the nature
                     of each exception must be stated in the proposal along with alternative wording. Failure to include
                     an exception in the proposal will indicate the Proposer‟s acceptance of the [entity name]‟s terms and
                     conditions.

X.         Public Entity Crime Act

           By submitting a proposal, the proposer certifies that it is not on the convicted vendors list maintained by the
           State of [state name], Department of General Services. By submitting a proposal, a proposer acknowledges
           that it has been notified of the following:

           A person or affiliate who has been placed on the convicted vendor list following a conviction for a public
           entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not
           submit a bid on a contract for repair of a public building or public work, may not submit a bid on public
           leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier,
           subcontractor or consultant under a contract with any public entity and may not transact business with any
           public entity in excess of $25,000 for a period of 36 months from the date of being placed on the convicted
           vendors list.

XI.        Exhibits and Available Materials

           Exhibits:                                                                                         Ref.


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                        Exhibit 1                      Capital Plan                                         II.B.
                        Exhibit 2                      1999-2000 Fiscal Budget                              II.B
                        Exhibit 3                      M/WBE Participation Program                         VI.N
                        Exhibit 4                      Information for Determining MWBE Eligibility Form   VI.N
                        Exhibit 5                      General Terms and Conditions                        IX.C
                        Exhibit 6                      Official Statement of a Previous Bond Financing

                        Available Materials:

                           Rating Agency Reports
                           1999 Comprehensive Annual Financial Report
                           September 1998 Offering Memorandum for Commercial Paper




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