How To Hire A Bond/Tax Counsel For The Fhcf

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1 Request for Quote (RFQ) Bond/Tax Counsel Disclosure Counsel Florida Hurricane Catastrophe Fund Issue Date: April 10, 2008 Response Due: April 28, :00 PM ET Do not contact the Trustees of the SBA or their staff, the Executive Director or staff of the SBA, the Director or staff of the Division of Bond Finance, the Board of Directors or Officers of the Corporation, the FHCF s Financial Advisor, the FHCF Advisory Council Members or Bond Counsel regarding this proposal request. Direct all correspondence during the proposal process to the contact listed below. Donna Sirmons, Management Review Analyst State Board of Administration of Florida Florida Hurricane Catastrophe Fund 1801 Hermitage Boulevard, Suite 100 Tallahassee, Florida (850) NOTICE THERE IS A LIMITATION ON THE LENGTH OF RESPONSES IN THIS RFQ. FAILURE TO COMPLY WITH THIS LIMITATION MAY RESULT IN ALL OR PART OF ONE OR MORE RESPONSES BEING DISREGARDED IN THE SCORING OF YOUR RESPONSE. I. General Information II. Procedures and Provisions III. Scope of Services IV. Information to be Provided V. Compensation VI. Evaluation Criteria VII. Timeline Appendix I TABLE OF CONTENTS 1

2 I. GENERAL INFORMATION The Florida Hurricane Catastrophe Fund ( FHCF ) was created by Section , Florida Statutes ( Act ), in November, 1993 for the purpose of reimbursing certain insurers writing policies covering residential property in the State of Florida for a portion of their catastrophic hurricane losses. The FHCF is a trust fund established for bond covenants, indentures or resolutions within the meaning of Article III, Section 19(f)(3) of the Florida Constitution. In response to a private letter ruling request submitted to the Internal Revenue Service of the United States Department of The Treasury (the Internal Revenue Service or IRS ) on behalf of the FHCF, the Internal Revenue Service issued a ruling on November 21, 1994 and a supplemental ruling on March 6, 1995 concluding that the FHCF is an integral part of the State of Florida and that the FHCF is not subject to federal income taxation. Pursuant to the governing Act, the FHCF is administered by the State Board of Administration of Florida ( SBA ). The SBA is a constitutional entity of Florida state government that provides a variety of investment services to various governmental entities, one of those being the FHCF. The Board of Trustees ( Board or Trustees ) governs the SBA. The Board is comprised of the Governor, the Chief Financial Officer, and the Attorney General. The Trustees delegate authority to the Executive Director, who serves at the discretion of the Trustees, and is responsible for managing and directing all administrative, personnel, budgeting, investment policy, and investment functions. The management and day-to-day operations of the FHCF is the responsibility of the Senior FHCF Officer, who reports directly to the Executive Director. Raymond James and Associates, Inc. serves as the FHCF s Financial Advisor. Revenue bonds are required to be issued if the FHCF s cash balance is insufficient to reimburse losses. In 1996, the Florida Hurricane Catastrophe Fund Finance Corporation ( Corporation ) was created as a public benefits corporation under the Act. The Corporation is governed under the Act by a five member Board of Directors consisting of the Governor or a designee, the Chief Financial Officer or a designee, the Attorney General or a designee, the Director of the Division of Bond Finance of the SBA of Florida, and the Senior FHCF Officer of the FHCF. The purpose of the Corporation is to provide a mechanism necessary for the cost-effective and efficient issuance of bonds and other financial instruments. Under the Act, the Corporation has the power to issue bonds and engage in such other financial transactions as are necessary to provide sufficient funds to achieve the purposes of the Act and has all of the powers of corporations under Chapter 607 (Florida Business Corporation Act) and Chapter 617 (Florida Not For Profit Corporation Act), Florida Statutes. The Corporation is organized as a not for profit corporation pursuant to Chapter 617, Florida Statutes. The Corporation has no taxing power. In response to a private letter ruling request submitted to the Internal Revenue Service on behalf of the Corporation, the IRS issued a ruling on March 21, 1998, (the First Ruling - PLR ) concluding that the bonds of the Corporation will not meet the private security or payment tests of Section 141(b)(2) of the Code or the private loan financing test of Section 141(c) of the Code. Such ruling applies to bonds issued prior to June 30, On June 13, 2003, the Internal Revenue Service issued a renewal ruling (PLR ) concluding that the Corporation may continue to rely on the First Ruling with respect to bonds issued prior to June 30, The FHCF is currently seeking a similar renewal ruling from the IRS. The Corporation issued $1.350 billion in tax-exempt post-event Series 2006A Revenue Bonds in July, 2006, with a maturity date of July, The funding source for the repayment of the Revenue 2

3 Bonds is a 1% emergency assessment levied beginning January 1, Also, to assure the availability of funds for subsequent seasons, in 2006, the Corporation issued $2.8 billion in taxable, pre-event Series 2006B Extendable Floating Rate Notes and in 2007 issued $3.5 billion in taxable, pre-event Series 2007A Floating Rate Notes. The funding source for the repayment of the pre-event notes is FHCF reimbursement premiums and interest earnings on the pre-event bond proceeds. Additional information regarding the SBA and the FHCF is available on the FHCF s website located at Purpose The purpose of this Request for Quote ( RFQ ) is to provide the FHCF with information concerning firms which are qualified and interested in being selected by the SBA to serve as bond/tax counsel and/or disclosure counsel. Respondents are free to respond to one or both of these services in a single proposal. The SBA expects to enter into one contract for bond and tax counsel and a separate contract for disclosure counsel with a different vendor; however, the SBA reserves the right to enter into a contract with a single firm to provide both services. The firm(s) selected will also serve on the FHCF s Financial Services Team. The firm(s) will work with the FHCF s financial advisor and other members of the Financial Services Team in helping to design strategies and recommend financial products that meet the needs and objectives of the FHCF. The Financial Services Team will consist of the FHCF s financial advisor, bond counsel, tax counsel, disclosure counsel, investment bankers, commercial banks, and the State Division of Bond Finance. The successful Respondent will need to demonstrate exceptional credentials and expertise necessary to provide such bond/tax counsel or disclosure counsel services to the FHCF. The SBA intends to continue to outsource these services. The SBA intends to enter into a contract with the Respondent(s) selected. 3

4 II. PROCEDURES AND PROVISIONS A. An unbound original, ten (10) copies and an electronic copy of the firm s proposal must be submitted in a sealed envelope marked Proposal for Bond/Tax/Disclosure Counsel. Proposals should be delivered no later than 1:00 PM ET on April 28, 2008, to: Donna Sirmons, Management Review Analyst State Board of Administration of Florida Florida Hurricane Catastrophe Fund 1801 Hermitage Boulevard, Suite 100 Tallahassee, Florida (850) B. Proposals that do not comply with the conditions specified herein may be rejected. C. The SBA is not responsible for expenses incurred in connection with the selection or the cost of any services performed by any firm prior to the execution of a contract. D. Pursuant to Chapter 119, Florida Statutes, the Florida Public Records Law, proposals submitted in response to this RFQ are public records and must be made available for inspection in accordance with the provisions of this chapter. E. The SBA may investigate the qualifications of a firm, negotiate modifications to any items contained in a proposal, request additional information, reject any or all proposals if in the best interest of the SBA or waive any irregularities which do not interfere with the SBA s decision making process. F. The SBA retains the right to not utilize the services of any selected firm or to terminate any selected firm without cause and without penalty. G. A Respondent to this RFQ may withdraw and modify its response prior to the response deadline specified above, only upon prior approval by the SBA. A request for modification of any response must be addressed to Donna Sirmons at the delivery address set forth above and must adequately explain the reasons for the request to modify the response. If the SBA approves the request, a modified response may then be submitted. The SBA will not consider modifications offered in any other manner, whether oral or written. Under no circumstances may the Respondent modify a response unilaterally at a date or time subsequent to the response deadline specified. The SBA may, however, permit any Respondent to modify its response after the deadline, if the SBA determines that such modification is in the best interest of the SBA or the FHCF. H. The SBA does not guarantee the validity or reliability of information obtained from other sources. If it becomes necessary to revise any part of this RFQ, an addendum will be posted on the FHCF website at under Announcements, and may be provided directly to the Respondents/Finalists. The Respondent is responsible for checking the website for any addendums or updates. I. Collusion. By responding, the Respondent represents that the proposal is not made in connection with any competing Respondent submitting a separate response to this RFQ and is in all respects fair and without collusion or fraud. It is further represented that the Respondent did not directly or indirectly induce any party to submit a false or sham proposal or to refrain from proposing. In addition, the Respondent represents that it did not participate in this RFQ development process, had no knowledge of the specific contents of the RFQ prior to its issuance, and that no employee of the SBA participated directly or indirectly in the Respondent s proposal preparation. J. Quiet Period. The Respondent (its agents, officers, principals, employees, and lobbyists, including any individual assisting the Respondent in this process) will not engage in any written or 4

5 verbal communication during the selection period (defined below) with the Trustees of the SBA or their staffs, the Executive Director or staff of the SBA, the Director or staff of the Division of Bond Finance, the Board of Directors or officers of the Corporation, the FHCF s Financial Advisor, the members of the FHCF Advisory Council or FHCF Bond Counsel regarding this proposal, the merits of the Respondent, or whether the SBA should retain or select the Respondent. An exception is given for the Procurement Manager and contact person designated above. Any unauthorized contact may disqualify the Respondent from further consideration. Normal business communications are allowed, however, for current SBA service providers who are also RFQ respondents. Any and all such communication efforts made by the Respondent or its agents, officers, principals, employees, or lobbyists will be disclosed to the Executive Director of the SBA within five calendar days of its becoming known. The "selection period" for this RFQ begins on April 10, 2008 and will continue until the final selection has been announced or the selection process is otherwise concluded. The SBA expects to announce the final selection on the FHCF website at under Announcements. Nothing herein shall preclude the SBA from seeking clarification about the substance of the response to this ITN within the time frame as provided herein. Nothing herein shall preclude a Respondent from seeking a request for clarification as provided herein. K. Dispute Resolution. The contract shall not include binding arbitration provisions, such as those typically found in Alternative Dispute Resolution Procedures. L. Respondents that submit a proposal in response to this RFQ may be required to give an oral presentation(s) of their proposals to the SBA. The SBA will determine the occurrence, date, time, and location of such presentation(s), if needed. M. Contract Term. The SBA contemplates an ongoing relationship with the selected respondent(s); any contract entered into will be subject to periodic review and revision. N. The FHCF reserves the right to accept portions of a competing Respondent s response and use such portions to form an overall program in the best interest of the FHCF. Furthermore, the FHCF shall have the right to use any or all ideas or adaptations of the ideas presented in any response received pursuant to this RFQ. Selection or rejection of a response will not affect this right. O. The SBA reserves the right to reject any and all responses or portions thereof. The SBA reserves the right to amend or withdraw this RFQ or a portion of this RFQ without selecting a vendor. P. Joint proposals will not be accepted. Q. Requests for Clarification of the RFQ. All questions regarding the clarification of any requirement, standard, or question in this RFQ because of any ambiguity, conflict, discrepancy, omission or other error, must be received by the FHCF no later than 1:00 PM ET, on April 15, Written requests for clarification should be sent to Donna Sirmons via at donna.sirmons@sbafla.com or to the following fax number: (850) , Attention: Donna Sirmons. The FHCF reserves the right to accept or reject any or all requests for clarification, either in whole or in part, and may require requests to be clarified or supplemented through additional written submissions. Respondents will be notified of the rejection of their request for clarification. Oral requests for clarification will not be accepted. All written requests for clarification accepted by the FHCF, along with the corresponding responses, will be posted on the FHCF website at under Announcements. Such responses shall be considered an addendum to and, as such, an integral part of this RFQ. Any request for documents must be made through a Public Records request and the Respondent should be aware that the production of such documents may not be available prior to the response deadline. R. References. The SBA retains the right to request client references and to contact those references prior to the final selection. 5

6 III. SCOPE OF SERVICES A. Bond/Tax Counsel The function of bond/tax counsel may include, but shall not necessarily be limited to, the following: 1. Legal services relating to the planning and development of any proposed debt financing and the tax implications of the use of the proceeds; 2. Legal services relating to the Bonds and the Notes previously issued by the Corporation to ensure compliance with appropriate federal and state laws; 3. Attendance and participation in meetings relating to prior issuances or for the development or sale of additional debt instruments, or the dissemination of information in connection therewith, if determined by the SBA to be necessary; 4. Drafting or reviewing necessary documents and handling or participating in legal or administrative proceedings in connection with the authorization, sale, issuance and delivery of new issuances to ensure compliance with appropriate federal and state laws; 5. Furnishing the approving legal opinion, acceptable to the SBA and the purchasers of new issuances, setting forth a description and an opinion as to the validity, the exclusion or taxability thereof of interest for federal income tax purposes, the exemption or lack thereof from taxes of the State of Florida, and other matters customarily covered by such approving legal opinion; 6. Furnishing a supplemental opinion regarding the fairness and accuracy of certain information in the Preliminary Official Statement and Official Statement (or the Preliminary Offering Memorandum and Offering Memorandum) regarding the description of issuance, the security, and the tax implications for the purchaser; 7. Furnishing any other standard legal opinion with respect to or relating to bonds, notes or other financings or capital market transactions of the FHCF; 8. Review of legislative proposals from a bond financing and tax perspective to assist the FHCF in developing legislative and policy positions; 9. Review of, drafting legal documents for, providing legal advice with respect to and participating in proceedings related to capital markets transactions described in Section (7)(a), F.S., including providing any necessary legal opinions with respect to such transactions; and 10. Other related legal services as may be requested from time to time. 6

7 B. Disclosure Counsel The function of disclosure counsel may include, but shall not necessarily be limited to, the following: 1. Drafting and preparing necessary securities offering documents and disclosure documents relating to any previously issued or proposed financing transaction or capital market transaction; 2. Attendance and participation in meetings relating to prior issuances or for the development or sale of additional debt instruments, or the dissemination of information in connection therewith, if determined by the SBA to be necessary; 3. Drafting, preparing and filing necessary continuing disclosure documents relating to previously issued or proposed financing transaction or capital market transaction; 4. Legal services relating to complying with applicable disclosure requirements relating to previously issued or proposed financing transactions or capital market transactions; 5. Drafting or reviewing necessary documents and handling or participating in legal or administrative proceedings in connection with compliance with applicable disclosure requirements relating to previously issued or proposed financing transactions or capital market transactions; 6. Review of legislative proposals from a financing and disclosure perspective to assist the FHCF in developing appropriate disclosure; 7. Furnishing any standard legal opinion, such as a standard 10b-5 opinion, with respect to the disclosure relating to previously issued or proposed financing transactions or capital market transactions of the FHCF; and 8. Other related legal services as may be requested from time to time. 7

8 IV. INFORMATION TO BE PROVIDED In providing the following information, restate each item in its entirety, limit your proposal to one bound volume and do not include material outside of such volume. Responses to the questions should be included immediately after the restated question without reference to any attachment other than Appendix I provided herein. References to materials in appendices or outside the bound volume will not be included in the evaluation. Use 12 point, Times New Roman type. A. Basic Information Requirements 1. Provide the name, mailing address, telephone number, and fax numbers of the firm. Also include the name, address, telephone number, and address of the individual who will be the firm s primary contact for this RFQ. 2. Indicate for which services the firm is interested in being considered: bond counsel services, tax counsel services and/or disclosure counsel services. B. Substantive Scored Questions NO MORE THAN 15 PAGES SHOULD BE USED IN ANSWERING THESE SUBSTANTIVE SCORED QUESTIONS, EXCEPT AS NOTED. ADDITIONAL PAGES WILL NOT BE INCLUDED IN THE EVALUATION OF YOUR RESPONSE, AND YOU WILL RECEIVE NO POINTS FOR MATERIAL IN EXCESS OF THE 15 PAGE LIMIT. For Both Bond/Tax Counsel and Disclosure Counsel 1. Describe: (a) the firm and its capabilities, including the size of the taxable and tax-exempt bond department, and the number of years in existence, (b) the firm s expertise on legal issues relating to taxable and tax-exempt debt financings, including the firm s expertise in dealing with international debt/capital market transactions, (c) the firm s expertise in obtaining federal tax-exempt determinations for bonding, (d) the firm s experience as disclosure counsel, (e) the availability of resources to provide these services to the SBA and (f) the firm s standing with local and state bar associations and its professional ratings (i.e. Martindale-Hubbell). 2. Describe the experience and expertise and provide resumes of specific individuals within the firm who would perform the scope of services outlined in this RFQ as it relates to bond counsel, tax counsel and/or disclosure counsel services, if applicable. Provide the name of the responsible service partner for the relationship, if selected. 3. Describe your firm s experience with financings secured by catastrophe related assessments and/or insurance premiums. 4. Given what your firm has been able to discern from the Private Letter Ruling references in Section I (General Information) and the information contained in the Official Statements for the FHCF s previous financings, describe particular issues or concerns that the firm has, if any, regarding the existing financing program and make recommendations on how to address or resolve any such issues or concerns. 8

9 5. Describe your firm s experience with capital market transactions described in Section (7)(a) F.S., particularly side car transactions, cat bonds and derivative transactions and provide a list of capital market transactions, as defined in Section (7)(a) F.S. within the last three (3) years for which your firm has served as legal counsel. List exempt from page limit. 6. List specific bond issues by Florida local governmental issuers within the last three (3) years for which your firm has served as bond or disclosure counsel and has issued an opinion. Include information as to whether any litigation has resulted arising out of these opinions, if yes, provide details. List exempt from page limit. Please include the following details with respect to each bond issue: Purpose of issue; Type of issue (assessment, revenue, advanced refunding, revenue); Size of issue and term of bonds; Use of derivative products and type of product; Municipality issuing bonds; Form of bond counsel opinion used if other than the Model Opinion (1987 Revision) as promulgated by the National Association of Bond Lawyers; Name of attorney(s) in your firm responsible for the bond issue; and Type of counsel; i.e. bond or disclosure. For Bond/Tax Counsel Only 7. Describe your firm s experience in developing and implementing innovative financing techniques or bond programs that might be applicable to debt/capital market transactions of the FHCF. 8. Describe the firm s experience in matters relating to compliance with the Internal Revenue Code, and related regulations and rulings, regarding tax exempt financing and arbitrage compliance. Include in your discussion any arbitrage related issues, private payment and security, reissuance or other tax issues. Describe a specific transaction, a tax-exempt bond related tax issue encountered, and any solution developed to address the tax issue which best demonstrates your firm s tax expertise. 9. Describe any financing for which your firm has rendered any opinion which has resulted in the loss of tax exemption on any bonds issued by clients. For Disclosure Counsel Only 10. Describe your firm s experience in providing primary and continuing disclosure services with respect to taxable and tax-exempt debt issuances and capital market transactions of state and local governments. 11. Describe the firm s experience in matters relating to compliance with securities laws and disclosure requirements applicable to taxable and tax-exempt debt issuances and capital market transactions of state and local governments. 9

10 12. Describe any financing with respect to which your firm has provided primary or continuing disclosure services that has resulted in or was the subject of any enforcement action, including any cease and desist order, from the Securities and Exchange Commission or the Municipal Securities Rulemaking Board. C. Litigation/Conflict of Interest/Qualifications/References 1. Provide information on any litigation or administrative proceeding in which the firm was a party in any matter related to the professional activities of the firm involving the issuance of securities by a governmental entity during the five years prior to the date of this RFQ. 2. Provide information on any pending litigation, investigation or proceeding in which a court or regulatory body is addressing any questions relating to the professional activities of the firm in relation to the issuance of bonds by a governmental entity. 3. Provide information on any fines paid or settlement agreements entered into in the five years prior to the date of this RFQ with state or federal regulatory bodies regarding the public finance business. 4. Disclose whether any officer, director, employee, or agent is also a current or former employee of the SBA. All Respondents must further disclose any factors, financial or otherwise, known to them which may give rise to a conflict of interest between the Respondent and the SBA and its employees, or have the effect of impacting the ability of the Respondent to meet its responsibilities, duties, and obligations to the SBA, as set forth in this RFQ. 5. Does your firm have any arrangement with any individual or entity with respect to the sharing of any compensation, fees or profit received from or in relation to acting as bond, tax, or disclosure counsel for the SBA or whose compensation is based in whole or in part on compensation for acting as counsel for the SBA? If so, provide a copy of any contract relating to the arrangement and describe in detail the nature of the arrangement and the method of computing compensation. 6. Has your firm retained any person or firm for the purpose of seeking to be selected as bond, tax, or disclosure counsel pursuant to this RFQ? Will your firm pay or be obligated to pay any firm or an individual who is not a full time employee of your firm if you serve as counsel to the SBA? If so, identify the individual or firm, provide specific information relating to compensation paid or to be paid, and provide a copy of any written contract relating to such arrangement. 7. Submit a statement referencing that all attorneys that would be assigned to represent the FHCF are in good standing with the bar in each state in which they are licensed to practice law. 8. List at least three (3) governmental clients that the FHCF can contact as references with respect to your firm's work performance. For each reference, include the name of the client, contact person, title of contact person, phone number and your role. 9. Provide a signed copy of the Affirmation Statement attached as Appendix I. 10

11 V. COMPENSATION An ongoing relationship is contemplated. Therefore, the actual fees shall be set by mutual written agreement of the firm and the SBA prior to the commencement of any services requested by the SBA. However, each response must include a proposal or proposals for a method to use to determine the appropriate compensation. It is anticipated that some services, such as services provided in connection with a particular debt financing/capital market transaction would be provided on fixed-fee, contingenton-closing basis, while other services, such as routine legal/tax advice would be on an hourly basis. Therefore, each respondent should address at least these two methods of compensation. With respect to hourly fees, the proposal should include the hourly rates charged by the firm for established clients and identify the individual in the firm to whom the rate is applicable. Indicate if the fee is for bond/tax counsel or disclosure counsel. The method and level of compensation will be a factor but not the sole determinate in the selection of counsel by the SBA. Respondents are encouraged to provide the SBA with the most competitive price offered to large public institutions. The SBA reserves the right to negotiate compensation at or below the amount set forth in any proposal submitted. 11

12 VI. EVALUATION CRITERIA The responses to this RFQ will be independently evaluated by an Evaluation Team on the basis of the written responses to this RFQ and additional written information as requested. Points will be assigned as indicated below. Other items without points assigned will not be used in computing the score received but will be used for informational purposes or as a basis for possible disqualification. The Evaluation Team members will evaluate the responses to the RFQ by reviewing the responses to each of the items and assigning points up to the maximum points allowed for each item. Each member will rank each Respondent based upon total points assigned for each Respondent by that team member. The ranking of each member of the team will be aggregated to establish an overall ranking by the team. Additionally, oral presentations may be conducted with the finalists and evaluated by the Evaluation Team if they are determined to be necessary in the Evaluation Team s sole discretion. The final scoring will take into consideration the written response to this RFQ and any information, evidence or capabilities that, in the judgment of the Evaluation Team, demonstrate a Respondent as being best qualified to provide the necessary services to the SBA. The highest ranked firm(s) will be recommended to the Senior FHCF Officer, who reserves the right to negotiate compensation at or below the amount set forth in any proposal submitted. The SBA is not required to select the lowestcost Respondent. The points available for each of the questions being evaluated are as follows: Bond/Tax Counsel QUESTION MAX. POINTS IV. B V. Compensation 10 Oral Presentation (if needed) 10 Total Available Points 110 Disclosure Counsel QUESTION MAX. POINTS IV. B V. Compensation 10 Oral Presentation (if needed) 10 Total Available Points

13 VII. TIMELINE The timeline of the search and evaluation process as currently planned (subject to change at the sole discretion of the SBA without liability) is as follows: April 10, 2008 April 15, 2008 (1:00 PM ET) April 17, 2008 April 28, 2008 (1:00 PM ET) May 8, 2008 May 12, 2008 May 12, 2008 RFQ Issued Deadline for Questions on RFQ SBA Responses to RFQ Questions Posted Responses to RFQ Due Selection of Finalists or Final Selection by Oral Presentations (if needed) Final Selection (if needed) 13

14 Appendix I: Affirmation Statement By inclusion and execution of the statement provided herein, each Respondent shall certify that: The Respondent agrees to provide the services as detailed in Section III, as well as agree to all other requirements as stated in the RFQ. The selection of the Respondent will not result in any current or potential conflict of interest with the SBA. Alternately, should any potential or existing conflict be known by the Respondent, the proposal shall specify the party with which the conflict exists or might arise, the nature of the conflict and whether the Respondent would step aside or resign from that engagement creating the conflict. The proposal is made without prior understanding, agreement, or connection with any corporation, Respondent, or person submitting a proposal for the same services, and is in all respects fair and without collusion or fraud. The selection of the Respondent will not violate Section , Florida Statutes, which prohibits the State from selecting certain providers that have been convicted of or entered a plea of nolo contendere to fraud within a period of two years of such conviction. The Respondent and the agents, officers, principals, and professional employees thereof have not and will not participate in any communication prohibited in this RFQ. The Respondent and the agents, officers, principals, and professional employees thereof have not and will not: (a) Make contributions in excess of $100 per election to or participate in the management of fund raising for or on behalf of any candidate for Governor or for a Cabinet position in Florida: 1. During the period beginning on the later of the date of the general election at which the Governor and members of the Cabinet were regularly elected preceding the deadline established for responses to this Request for Quote and ending on the deadline established for responses to this Request for Quote; and 2. For the firm selected as bond/tax counsel or disclosure counsel for a period of two years after the expiration of this contract or at the next general election in Florida after the expiration of this contract, whichever occurs last; and (b) Violate the Quiet Period described in Section II. J., hereof. The Respondent s responses to the RFQ are those of the Respondent and have not been copied or obtained from any other Respondent responding to any other RFQ or competitive proposal, whether in Florida or elsewhere, either in the past or present. 14

15 The Respondent hereby agrees to abide by all conditions of this RFQ and I hereby certify that all information provided in this response is true and correct, that I am authorized to sign this response for the Respondent, that I am authorized to bind the Respondent, and that the Respondent is in compliance with all requirements of this RFQ, including but not limited to, the requirements in this exhibit. Authorized Signature (Manual) Name and Title (Typed) Date (Typed) Appendix I 15