Georgia State Financing & Investment Commission 270 Washington Street, 2nd Floor Atlanta, Georgia 30334 Request for Proposals (“RFP”) For Financial Advisor Services RFP No. GSFIC-151 Proposal Due Date: February 25, 2016 Time: 2:00 PM EST TABLE OF CONTENTS Page Table of Contents…………………………………………………………………………………1 Section 1 – Statement of Purpose and Introduction………………………………………………2 Section 2 – Background………………………………………………………………………….. 2 Section 3 – Possible Future Activities Involving Financial Advisor……………………………...3 Section 4 – Scope of Required Services…………………………………………………………..4 Section 5 – Schedule of Events……………………………………………………………………5 Section 6 – Selection Process…………..…………………………………………………………6 Section 7 – Criteria for Evaluation of Proposals………………………………………………….7 Section 8 – Submittal of Questions & Request for Clarification…………………………………7 Section 9 – Required Organization and Content Submission of Proposals………………………8 Section 10 - Submittal of Proposals……………………………………………………………..11 Section 11 – Additional Terms and Conditions………………………………………………….11 Exhibits Exhibit A Certification Form………………………………………………………………..14 Exhibit B Contractor Affidavit Under O.C.G.A. § 13-10-91(b)(1) (E-Verify)……………..15 Exhibit C Disclosure Statement…………………………………………………………….16 Page | 1 REQUEST FOR PROPOSALS (“RFP”) Financial Advisor Services RFP No. GSFIC-151 Georgia State Financing & Investment Commission Atlanta, Georgia 1. Statement of Purpose and Introduction The State of Georgia (the “State”), acting by and through the Georgia State Financing and Investment Commission (the “Commission” or “GSFIC”), seeks proposals from qualified firms to provide financial advisory services to the State on an ongoing basis in connection with issuance of debt and in other areas of public finance on a project-specific basis. For purposes of this RFP, use of either State or Commission shall encompass the other. Also for purposes of this RFP, Financial Advisor(s) shall mean Municipal Advisor as defined by federal laws, regulations, agencies, and commissions (including the Securities and Exchange Commission (“SEC”)), and self-regulatory organizations such as the Municipal Securities Rulemaking Board (“MSRB”) and the Financial Industry Regulatory Authority (“FINRA”). The Commission is seeking one or more qualified Financial Advisor(s) with the objective of having one primary Financial Advisor and one or more pre-qualified financial advisors which it may, or may not, utilize on any particular financing at its own discretion depending upon the nature or degree of difficulty of the financing being considered. It is intended that the Financial Advisor(s) will be selected for a period of three years with the possibility of up to two one-year extensions. The initial contract period is expected to be July 1, 2016 through June 30, 2019 although the State retains the right to solicit additional financial advisor services proposals at any time solely upon its determination and discretion. The Financial Advisor(s) selected pursuant to this Request for Proposal (the “RFP”) shall serve at the pleasure of the Commission and the professional services may be terminated for cause or convenience at the sole discretion of the Commission. While providing financial advisory services to the State, the Financial Advisor(s) will be prohibited from participating in the underwriting, whether by negotiated sale or competitive bid, of any State, or State Authority, bond issue in which the Financial Advisor(s) has been retained to give advice regarding the bond issue. 2. Background The Commission, created by Constitutional Amendment in 1972, is responsible for the issuance of all public debt by the State including general obligation debt and guaranteed revenue debt. No state agency or state authority can incur debt or employ other financial or investment advisory Page | 2 counsel without the approval of the Commission. The Commission is an agency and instrumentality of the State: its members are the Governor, the President of the Senate of the Georgia General Assembly (Lieutenant Governor), the Attorney General of the State, the Commissioner of Agriculture, the Speaker of the House of Representatives of the Georgia General Assembly, the State Auditor, and the State Treasurer. The State is authorized to incur general obligation debt and guaranteed revenue debt pursuant to the State Constitution, Article VII, Section IV, Paragraphs I-XIII. The Commission’s powers, duties, and responsibilities are codified in the Official Code of Georgia Annotated (“O.C.G.A.”) §50-17-20 through §50-17-30 and §50-17-100 through §50-17-105; authorized debt generally is incurred through the issuance of general obligation bonds or guaranteed revenue bonds, although in certain instances debt such as multi-year energy performance contracts or multi-year leases for real property may be incurred without the issuance of bonds. Fiscal year 2016 to date, the Commission, on behalf of the State, has issued a total of $1,284,340,000 of general obligation bonds, which included both “new money” and refunding purposes; during state fiscal year 2015 the Commission issued a total of $982,905,000 general obligation bonds for both “new money” and refunding purposes. General obligation bonds issued during the last five years have included traditional tax-exempt bonds, taxable bonds, and federally taxable Qualified School Construction Bonds (“QSCBs”), although the State has exhausted its allocation of QSCBs. The State previously has issued (and currently has outstanding) general obligation bonds which were issued as Build America Bonds and Recovery Zone Economic Development Bonds pursuant to the federal law known as the American Recovery and Reinvestment Act. Other bonds issued by various state authorities or related entities during this time frame have included guaranteed revenue refunding bonds and revenue bonds for the State Road and Tollway Authority (“SRTA”), revenue refunding bonds for the Georgia World Congress Center Authority, housing revenue bonds (including refunding purposes) for the Georgia Housing and Finance Authority, local government loan securitization bonds issued by the Georgia Environmental Loan Acquisition Corporation, which is a subsidiary of the Georgia Environmental Finance Authority (“GEFA”), and revenue refunding bonds for the Georgia Higher Education Facilities Authority (“GHEFA”). As of the date of issuance of this RFP, the State had approximately $9.149 billion of general obligation bonds and $311.15 million of guaranteed revenue bonds outstanding. 3. Possible Future Activities Involving the Financial Advisor The Commission expects, but can make no assurances or guarantees or projection of amount and number of instances, that during the period of the Financial Advisor contract the Commission will: issue on behalf of the State additional new money general obligation bonds in one or more instances each fiscal year; potentially issue refunding general obligation bonds for debt service reduction purposes; provide assistance to GHEFA with respect to new money and/or refunding revenue bonds; provide assistance to various other state authorities with respect to new money Page | 3 and/or refunding revenue bonds; provide assistance to state authorities with respect to the solicitation and evaluation of line(s) of credit and/or letter(s) of credit; provide assistance to SRTA and the Georgia Department of Transportation (“GDOT”) with respect to the Interstate Highway 285 and State Road 400 Reconstruction Project; provide assistance with respect to other managed lane projects within the State; provide assistance to GEFA with respect to energy performance contracting; provide assistance to GEFA with respect to potential revenue bonds for water supply reservoirs; and evaluate options with respect to the State’s outstanding variable rate bonds ($127,305,000 series 2011G) which currently reset on a weekly basis at a spread to the Securities Industry and Financial Markets Association (“SIFMA”) Index. 4. Scope of Services The majority of the services (all of which will be on an as requested basis) expected to be provided by the Financial Advisor(s) will be related to the State’s general obligation bonds and will include, but are not limited to, any and all of the following: Advising the State on market conditions and the market trends for bonds and capital leases, including but not limited to, new money bond issues, refunding bond issues, new products, investor preferences, and performing analyses related to such matters. Making recommendations to the State on the structuring of bond issues, including the use and amount of fixed or variable rate debt, serial and term bonds, direct subsidy and tax credit bonds, utilizing serial or term bond maturity schedules, and other structuring options in order to achieve the lowest interest rates while maintaining the State’s AAA credit rating. Advising the State on the use of negotiated sale of bonds or private placement when market or other conditions might favor that one of those methods of sale rather than a competitive bid sale method. Participating in the preparation and review of material for the Preliminary and Final Official Statements, other offering documents, and closing documents. Advising the State on rating agency matters and assisting in preparation of rating agency presentation materials. Advising the State on matters relating to the marketability of State bonds and performing analyses related to the marketing of bonds. Monitoring the State’s bond sales, assist in the evaluation of bids for both competitive and negotiated sales, and recommending acceptance of bids. Performing post-sale analysis of each bond sale. For competitive sales, comparing the results of the sale with Municipal Market Data (MMD) information, other indices, and similar transactions in the market at the time of the State’s sale and preparing various analyses and computations needed for closing transaction documents, including IRS form G-8038. For negotiated sales, review bond underwriter performance, costs of issuance, and the results of similar transactions in the market. Page | 4 Advising the State on other bond matters as requested including, but not limited to, debt affordability and alternative ways to finance capital projects, such as public-private partnerships, securitization of revenue streams, etc. Assisting the State in the procurement and selection of other professionals and services necessary or desirable for the sale and issuance of bonds, including but not limited to, verification agents for refunding bond issues, underwriters for negotiated bond sales, remarketing agents, tender agents, bond insurers, liquidity providers, electronic bidding and posting services, and pre-sale advertising. Providing advice and guidance on both one-time and ongoing post-issuance compliance matters. Providing financial advisory service(s) to other State entities or authorities engaged in other bond sales or financial transactions. Advising on proposed and enacted statutory and regulatory changes affecting the State imposed by U.S. Congress, the U.S. Treasury and other regulatory bodies, including but not limited to: Internal Revenue Service (“IRS”), SEC, MSRB, FINRA, etc. Assisting the State in any response to inquiries or audits of bonds from any federal agency with regard to bonds issued by the State or any State authority. Attending meetings or performing other tasks including any other services necessary, customary, or incidental to the sale and issuance of debt, the financing of capital projects or equipment, or working capital financings such as lines of credit, etc. Analyzing various financial proposals that are presented by underwriters, investment bankers, etc. 5. Schedule of Events The following Schedule of Events represents the Commission’s best estimate of the schedule that will be followed; all times shown are Eastern Standard Time (“EST”). Event Issuance of RFP Deadline for Questions Related to the RFP Posting of Commission Responses to Questions Submitted by Prospective Respondents to the RFP Deadline for Submission of Proposals Oral Presentation (if any) Anticipated Notification of Successful Firm Date January 25, 2016 2:00PM EST January 29, 2016 2:00PM EST February 4, 2016 2:00PM EST February 25, 2016 March 15-16, 2016 March 24, 2016 The Commission reserves an unrestricted right to revise the schedule as shown above or modify the RFP in any manner or to cancel or reissue the RFP at any time prior to the execution of a contract for financial advisory services. In the event that it becomes necessary to revise any part of this RFP, an addendum, supplement, or amendment to this RFP will be posted on the State of Page | 5 Georgia Department of Administrative Services’ Georgia Procurement Registry (“GPR”). It is the responsibility of the proposer to check the website for any addendums, supplements, or amendments made to the RFP. The Commission’s responses to all questions received regarding the RFP also will be posted on the GPR. Any respondent may withdraw a proposal that has been submitted at any time. To accomplish this, a written request to withdraw the proposal must be signed and submitted by the authorized representative of the firm to Jeff Lacks, Director Procurement Services at the offices of the Commission or by email to jlacks@gsfic.ga.gov. The Commission will not reimburse firms, including the firm(s) selected as Financial Advisor(s), for any costs associated with the preparation or submittal of any proposal, or for any travel or expenses incurred in any oral presentations made to the Commission or any evaluation or selection committee. 6. Selection Process Proposals will be evaluated in accordance with the requirements set forth in this RFP and any amendments issued, including how well the proposal meets all such requirements. Responses to the RFP must be as concise, clear, and complete as possible, and presented in the order specified. Firms that submit incomplete proposals will be eliminated from further consideration; however, if your firm does not have a certain type or level of experience requested, a response to that effect will be considered responsive rather than incomplete and those respondents may present other experience to the extent it is germane to the request. In every instance, an effort should be made to present only pertinent experience that will best indicate to the State that the respondent is capable of providing the requested financial advisor services. Proposals will be reviewed and evaluated by a selection committee appointed by the Commission. The committee will evaluate and rank proposals based on their technical merits and cost factors. The committee may elect to invite one or more firms to participate in an oral interview/presentation as part of the selection process. Any such interview(s) will take place in the office of the Financing and Investment Division of the Commission. Furthermore, the committee and/or Commission may request additional information from any or all firms during the review and evaluation of the submitted proposals; if so, such additional information will be considered in the overall evaluation process. The committee’s recommendation for award will be based on a combination of the technical merit of the proposal, oral presentation (if applicable), and the price proposal submitted. Proposers understand and accept that by responding to this solicitation they are willingly participating in a process that consists of some degree of subjectivity on the part of selection committee members in determining the firm(s) capable of providing the best overall solution. Page | 6 The Financial Advisor(s) will be selected based on the selection committee’s determination of the firm(s) best qualified to provide the services outlined within this RFP. 7. Criteria for Evaluation of Proposals Proposals will be reviewed and the selection committee will select one or more Financial Advisors based on (1) technical merit, as demonstrated in the proposal and oral presentations, if any, and (2) reasonableness of proposed compensation structure. Technical merit will be given more weight than compensation structure, and will take into account the following items regarding the firm’s capabilities to perform the required scope of services: . Respondent’s background and history, resources, SEC and MSRB registration numbers, any investigatory or litigation history of the firm and its employees, and overall ability to provide required services. Experience of the firm in providing formal financial advisory services to states and/or state authority and/or large/major local government issuers. Expertise of the firm with diverse financial structuring requirements of states and/or state authority and/or large/major local government issuers. Qualifications and experience of individuals assigned to this engagement. Approach or methodology for analyzing and making recommendations pertaining to negotiated sale of bonds vs. the competitive bid method, as well as the proposed approach to performing analysis and providing recommendations regarding refunding opportunities for the State’s outstanding bonds, including the ability to successfully deliver the financial services on a timely basis. 8. Submittal of Questions and Request for Clarification It is the responsibility of each respondent to examine the entire RFP, seek clarification in writing if or as needed, and review its submittal for accuracy before submitting the document. Questions about any aspect of the RFP or this solicitation shall be submitted in writing (e-mail is preferable) to: Jeff Lacks, Director Procurement Services e-mail: jlacks@gsfic.ga.gov facsimile: (404) 463-5699 The deadline for submission of questions relative to the RFP is the time and date shown in the Schedule of Events (see Section 5). All relevant questions and requests for clarification received by the Commission and the corresponding responses will be posted on the GPR as an attachment to the original solicitation for services. Once the submission deadline has passed, all submissions will be final. The Commission may request clarification from individual Page | 7 respondents relative to their submission and reserves the right to ask for additional information from any or all parties who have submitted qualifications. 9. Required Organization and Content Submission of the Proposals A brief transmittal letter not to exceed two (2) pages on the respondent’s business stationary should accompany the proposal and include information the Respondent deems appropriate. The proposal must be labeled “GSFIC-151 Proposal for Financial Advisory Services for the State of Georgia.” Firms requesting to be considered for Financial Advisor must respond to all questions. Only firms which are registered with both the SEC and the MSRB as a Municipal Advisor (“MA”) at the time of submission of their response to the RFP (which must continue without interruption throughout the term of service to the State as it Financial Advisor) will be considered. The proposal must contain sufficient information to enable the Commission, or any evaluation committee designated by the Commission, to evaluate the proposal. Respondents should make all reasonable efforts to provide brief and concise, but sufficient, responses. The Proposal must be limited to no more than twenty (20) pages inclusive of the transmittal letter with certain exceptions as noted below, with a minimum font size of 10. To expedite the review of submittals, it is essential that Respondent’s Proposal is categorized and as outlined below. In addition to the required transmittal letter, the proposal must include the following: A. Name of firm and current SEC and MSRB MA registration numbers. B. Mailing address of the office from which the proposal is being submitted. C. Name, telephone number, and email address of the individual who will represent the firm as the primary contact person on matters relating to the proposal. D. A brief description of the firm, including date founded, corporate structure, and type of ownership. E. List by location the number of professional level employees, associate level employees, and support staff engaged fulltime in advising governmental issuers (other than health care and housing issuers) on matters related to the issuance of tax-exempt bonds. F. Approximate that portion of your firm’s revenues derived from financial advisory services to governmental entities (other than health and housing issuers). G. Fully disclose and describe any relationships with financial institutions or securities brokerage firms that may affect, or appear to affect, financial advisory advice provided to the State. H. Identify fully the extent to which your firm or individual partners or employees are the subject of any ongoing securities investigation, are a party to any securities litigation or arbitration, or are the subject of a subpoena in connection with a municipal securities investigation. Include any such investigations which concluded in an enforcement or disciplinary action ordered or imposed in the last three years. In addition, describe the current status and timing of any announced mergers with, or acquisitions of, any other firm that could impact your engagement with the State. This information may be Page | 8 I. J. K. L. submitted as an appendix and will not be considered part of the twenty (20) page response maximum. Provide an affirmative statement agreeing to provide all the services in the “Scope of Services” section herein and to adhere to all requirements, specifications, terms, and contract provisions set forth in this RFP. Provide detailed information about the experience and qualifications of the staff who will be assigned to act for the firm in providing financial advisory services to the State as well as the functions to be performed by each. Brief resumes of each person, including names, positions, education, and financial advisory experience should be included. Briefly describe the Firm’s financial advisory experience during calendar years 2011 through 2015 with particular emphasis on providing financial advisor services relative to general obligation or revenue bonds for any state level clients, state level authority clients, or large/major city or county clients, for financings of $100 million or larger; also identify any Georgia state agency or Georgia local government issuers for which your firm has served as a financial advisor during calendar years 2011 through 2015. Provide information relative to the identified clients to include: a. Name of issuer. b. Amount of issue. c. Date of issue. d. Type of issue, e.g., new money, refunding (identity if current or advance refunding), fixed rate, variable rate, taxable, direct subsidy, tax credit bonds, etc. e. Purpose or use of proceeds. f. Method of sale. g. Personnel assigned and role preformed. h. Brief, general description regarding the nature of services provided. Select two of the issuers listed above as references; provide contact names, addresses, telephone numbers, and email addresses for the references. (References requirement also applies to L. and M., below.) Discuss how the experience gained from working for these issuers relates to the services requested by this RFP. Describe any unique, unusual or exceptional problems, conditions, or situations that your firm faced and solved for these clients. Provide a representative list of your governmental clients which have engaged in capital lease financings in aggregate of $100 million or larger for which your firm has served as a primary financial advisor during calendar years 2011 through 2015, indicating: a. Name of government. b. Amount of financing. c. Date of financing. d. Description of financing (type; use of proceeds; method). e. Personnel assigned and role performed. f. Nature of services provided by your firm. Select two of the entities listed above and discuss how the experience gained from working for these entities relates to the services requested by the RFP. Describe any Page | 9 M. N. O. P. Q. unique, unusual or exceptional problems, conditions, or situations that your firm faced and solved. Provide a representative list of your governmental clients which have utilized Public/Private Partnerships (“PPP”) for financings of $100 million or larger for which your firm served as a primary financial advisor during calendar years 2011 through 2015, indicating: a. Name of public entity. b. Amount of PPP financing. c. Date of PPP financing (financial close). d. Description of PPP financing (type; use of proceeds; method, etc.). e. Personnel assigned and role performed. f. Nature of services provided by your firm. Select two of the entities listed above and discuss how the experience gained from working for these entities relates to the services requested by the RFP. Be sure to indicate any unusual or exceptional problems, conditions, or situations that your firm faced and solved. Given the State’s extensive history with, and strong preference whenever possible for, the sale of its bonds by a competitive bid method, briefly describe your approach to analyzing and recommending when and why a negotiated sale would be more advantageous or preferable to a competitive bid method. Briefly describe how you would approach the analysis of refunding opportunities for the State’s outstanding bonds including timing of the refunding to minimize negative arbitrage associated with the refunding or even delaying a potential advance refunding until it would qualify as a current refunding under federal tax regulations. Price Proposal. It is the State’s intention that the Financial Advisor will be compensated solely on an as incurred time and expense basis only, with expenses being limited to any travel required by the State or as expressly approved by the State prior to the expense being incurred by the Financial Advisor. Provide a proposed schedule of the hourlybased rate of compensation by staffing level. (Special note - the Financial Advisor will not be compensated for any time or expense necessary to develop a comprehensive and accurate database of the State’s outstanding general obligation and guaranteed revenue debt; upon selection, the State will provide the Financial Advisor(s) with an Excel file which will include the information necessary for the database.) A revised, final compensation schedule may be negotiated with the firm prior to the execution of the Financial Advisor contract. Complete and submit the forms attached to the RFP as Exhibit A, Exhibit B, and Exhibit C – these forms will not be considered part of the twenty (20) page response maximum, but are mandatory. Failure of the respondent to complete, sign, and submit any form will result in the respondent being eliminated from consideration. Page | 10 10. Submittal of Proposals Proposals are due not later than 2:00PM EST February 19, 2016. Upload one (1) complete package in .pdf format onto the GSFIC / Egnyte ftp site. Uploaded responses (file names) must reference the RFQ No. GSFIC-151, the firm’s name, and the phrase “Proposal for Financial Advisor Services.” (File Name Example: GSFIC-151, ABC Company, Proposal for Financial Advisory Services) The entire submittal shall be submitted as ONE (1) file. Please do not submit individual documents or sections separately. See the document titled “Upload Instructions” on the Georgia Procurement Registry site along with this RFP for detailed instructions regarding the upload of your submittal. TOTAL PAGE COUNT OF THE SUBMITTAL MUST NOT EXCEED 20 PAGES, ALL PAGES WILL COUNT REGARDLESS OF CONTENT, EXCEPT AS NOTED HEREIN, AND PROPOSALS THAT EXCEED THE LIMIT WILL NOT BE CONSIDERED BY THE SELECTION COMMITTEE. Proposals must be received electronically by the Commission no later than the deadline indicated in the Schedule of Events (See Section 5 of RFP). Printed copies will not be accepted. A list of firms submitting responsive Proposals will be published on the Georgia Procurement Registry site within two (2) business days of the deadline for receipt. Firms are encouraged to verify with the Commission that their submittal was received and should do so on or before the date they are due. Contact Jeff Lacks, 404-463-5740, jlacks@gsfic.ga.gov or the Commission’s main procurement number, 404-463-5731, for assistance or for confirmation that the file was received. 11. Additional Terms and Conditions Restriction of Communication. From the issue date of this solicitation until a successful respondent(s) are selected and the selection is announced, respondents are not allowed to communicate about this solicitation for any reason with any member of the Selection Committee or the Commission, except for submission of questions as instructed herein, or during the proposer's conference (if applicable), or as provided by any existing work agreement(s). For any violation of this provision, the Commission reserves the right to reject the submission of the offending respondent. Submittal Costs and Confidentiality. All expenses for preparing and submitting responses are the sole cost of the party submitting the response. The Commission is not obligated to Page | 11 any party to reimburse such expenses. Upon receipt, all submittals become the property of the Commission. Labeling information provided in submittals “proprietary” or “confidential”, or any other designation of restricted use will not protect the information from public view except and unless all applicable provisions of the Open Records Act are followed to the letter of the law. Subject to the provisions of the Open Records Act, the details of the submittal documents will remain confidential until final award. Award Conditions. This request and any proposal submitted in response, regardless of whether the proposal is determined to be the best proposal, is not binding upon the Commission and does not obligate the Commission to procure or contract for any services. Neither the Commission nor any party submitting a response will be bound unless and until a written contract mutually accepted by both parties is negotiated as to its terms and conditions and is signed by the Commission and a respondent firm. The Commission reserves the right to waive non-compliance with any requirements of this solicitation and to reject any or all responses. Upon receipt and review of responses, the Commission will determine the party (or parties) and proposal (or proposals) that in the sole judgment of the Commission is in the best interest of the Commission (if any is so determined), with respect to the evaluation criteria stated herein. The Commission will then conduct negotiations with such party (or parties) to determine if a mutually acceptable contract (or contracts) may be reached. Reciprocal Preference Law. For the purposes of evaluation only, a proposer that resides in the State of Georgia will be granted the same preference over proposers that reside in another State in the same manner, on the same basis, and to the same extent that preference is granted in awarding contracts for services by such other State to proposers that reside therein. Small and Minority Business Enterprise. It is the policy of the State that small businesses, female-owned businesses, and minority-owned businesses have a fair and equal opportunity to participate in the State purchasing process. Therefore, the Commission encourages all small businesses, female-owned businesses, and minority-owned businesses to compete for contracts to provide goods, services, and construction. This desire on the part of the Commission is not intended to restrict or limit competitive bidding or to increase the cost of the work. The Commission supports a healthy free market system that seeks to include responsible businesses and provides ample opportunity for business growth and development. Statement of Agreement. With submission of a response, the Respondent agrees that he/she has carefully examined this solicitation, and agrees that it is the Respondent’s responsibility to request clarification on any issues in any section of the solicitation with which the Respondent disagrees or needs clarified. The Respondent also understands that failure to mention these items in the proposal will be interpreted to mean that the Respondent is in full agreement with the terms, conditions, specifications and requirements Page | 12 in the therein. With submission of a proposal, the Respondent hereby certifies: (a) that this proposal is genuine and is not made in the interest or on behalf of any undisclosed person, firm, or corporation; (b) that the Respondent has not directly or indirectly included or solicited any other respondent to put in a false or insincere proposal; and (c) that the Respondent has not solicited or induced any person, firm, or corporation to refrain from sending a proposal. Lobbying and Integrity. Firm represents that it did not lobby the legislative, judicial or executive branches, or any State entity, on any aspect of this Contract during the procurement process. Any misrepresentation in this regard may constitute grounds for the disqualification of Financial Advisor and termination of any Contract. Furthermore, Financial Advisor may not expend any State funds for the purpose of lobbying the legislative, judicial or executive branches, or any State entity. Proceed to Exhibits. Page | 13 (Exhibit A) CERTIFICATION FORM I, _____________________________, being duly sworn, state that I am ______________________ (title) of _______________________________ (firm) and hereby duly certify that I have read and understand the information presented in the attached proposal and any enclosure and exhibits thereto. I further certify that to the best of my knowledge the information given in response to the request for proposals is full, complete and truthful. I affirm my organization/firm is capable of and agrees to provide all the services in the “Scope of Services” section herein and to adhere to all requirements, specifications, terms, and contract provisions set forth in this RFP. I further certify that the proposer and any principal employee of the proposer have not, in the immediately preceding five years, been convicted of any crime of moral turpitude or any felony offense, nor has had their professional license suspended, revoked or been subjected to disciplinary proceedings. I further certify that the proposer and any principle employee of the proposer have not, in the immediately preceding five years, been suspended or debarred from contracting with any federal, state or local government agency, and further, that the proposer is not now under consideration for suspension or debarment from any such agency. I further certify that the proposer or any principle employee of the proposer has not in the immediately preceding five years been defaulted in any federal, state or local government agency contract, and further, that the proposer is not now under any notice of intent to default on any such contract or have been terminated for cause on any such contract. I acknowledge, agree and authorize, and certify that the proposer acknowledges, agrees and authorizes, that the Commission may, by means that either deems appropriate, determine the accuracy and truth of the information provided by the proposer and that the Commission may contact any individual or entity named in the Statement of Qualifications for the purpose of verifying the information supplied therein. I acknowledge and agree that all of the information contained in the Statement of Qualifications is submitted for the express purpose of inducing the Commission to award a contract. A material false statement or omission made in conjunction with this proposal is sufficient cause for suspension or debarment from further contracts, or denial of rescission of any contract entered into based upon this proposal thereby precluding the firm from doing business with, or performing work for, the State of Georgia. In addition, such false statement or omission may subject the person and entity making the proposal to criminal prosecution under the laws of the State of Georgia of the United States, including but not limited to O.C.G.A. §16-10-20, 18 U.S.C. §§1001 or 1341. ________________________________ Signature Sworn and subscribed before me This _____ day of ________, 20___. ____________________________________ NOTARY PUBLIC ____________ NOTARY SEAL My Commission Expires: _________________ Page | 14 Exhibit B CONTRACTOR* AFFIDAVIT UNDER O.C.G.A. § 13-10-91(b)(1) (FAILURE TO SUBMIT THIS FORM WILL RESULT IN THE REJECTION OF QUALIFICATIONS SUBMITTAL) Project No.: GSFIC-151 Project Name: Financial Advisory Services Contractor (Firm)*: Click here to enter text By executing this affidavit, the undersigned contractor verifies its compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of the Georgia State Financing and Investment Commission (“Commission”) has registered with, is authorized to use and used the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. §13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for the physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. §13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: (This is NOT an FEI number) EEV / E-VerifyTM Company Identification Number Date of Authorization I hereby declare under penalty of perjury that the foregoing is true and correct. Executed on , 20 in (City), (State). ________________________________________ Signature of Authorized Officer or Agent of Contractor _________________________________________ Printed Name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _____ DAY OF ______________________, 20___ ________________________________________ Notary Public My Commission Expires: ___________________ *For the purposes of this affidavit only, anyone under contract with the Commission (i.e. architects, engineers, consultants, etc.) is deemed a “contractor.” Page | 15 Exhibit C DISCLOSURE STATEMENT All proposers should be aware that the proposal you are submitting is in response to an RFP issued by the Georgia State Financing and Investment Commission (Commission), which is a public agency. Pursuant to the laws, rules and Executive Orders of the State of Georgia, the Commission shall make every effort to avoid even the appearance of a conflict of interest or any impropriety in both the selection process for this project and the negotiation and performance of any resulting contract. As part of any submittal you intend to make for this project, you must include this Disclosure Statement with your submittal that answers or addresses the following specific statements: 1. Describe any business transactions occurring within the prior two years between your firm and the Commission or any other State entity, including any as a sub-contractor to a contractor doing business with the Commission or any other State entity. Click here to enter text 2. Describe any gift, hospitality, or benefit of any sort that your firm has provided to GSFIC, the Using Agency, or the end-user of the proposed project within the prior one-year period. Click here to enter text 3. A conflict of interest or potential conflict of interest is defined as any action, decision, or recommendation by a person acting in a capacity as a public official, the effect of which is or could be to the private monetary or financial benefit or detriment of the person, the person’s relative, or any business with which the person or a relative of the person is associated. The potential conflict of interest is viewed from the perspective of a reasonable person who has knowledge of the relevant facts. Based upon this definition, describe any conflict of interest or potential conflict of interest that your firm has with the Commission or any other State entity. Click here to enter text This Disclosure Statement should be dated and signed by an authorized signatory for the Proposer and submitted with the Proposer’s Submittal. Name of Firm Authorized Signature Page | 16 Date