STATE OF WISCONSIN. Issued by the State of Wisconsin Capital Finance Office for the State of Wisconsin Building Commission.

REQUEST FOR QUALIFICATIONS FOR FINANCIAL ADVISOR SERVICES Relating to VARIOUS PROGRAMS AND OBLIGATIONS STATE OF WISCONSIN Issued by the State of Wisconsin Capital Finance Office for the State of Wisconsin Building Commission October 27, 2004 SUBMITTALS DUE BY NOON (Central Time) ON TUESDAY, NOVEMBER 9, 2004 Department of Administration Division of Executive Budget and Finance Capital Finance Office 101 East Wilson Street, FLR 10 Madison, WI 53703 (608) 266-2305 capfin@doa.state.wi.us g:\word\capfin\rfpfinadv\2004rfp\2004_rfp_financialadvisor.doc

I. INTRODUCTION. This (RFQ) is an open solicitation for all financial advisory firms to assist the State of Wisconsin (State) as it tackles the financial challenges that lie ahead. The State seeks to review the qualifications of firms who wish to provide financial advisor services to the State. These financial services will be for an array of needs, including but not limited to borrowing programs and obligations to-be-issued by the State. This RFQ is being completed in accordance with resolutions previously approved by the State of Wisconsin Building Commission and, in part, the Policies and Procedures for Determining Method of Bond Sale, Securing Building Commission Approvals, and Selection of Bond Underwriters, which was approved by the Building Commission on January 22, 1998. Governor Doyle s 2003-05 biennial budget included many ideas and initiatives that have helped put the State back on the right track financially. It is expected that Governor Jim Doyle s 2005-07 proposed budget will include other ideas and initiatives that may require the services of a financial advisor. The State is hopeful that many firms will take advantage of this opportunity to be an integral part of the new day in Wisconsin. Every firm that submits a response to this RFQ will have its response reviewed in an open, objective, and independent process. The State looks forward to working with all firms that express an interest in this RFQ. The engagements will not be exclusive and the State reserves the right to assign financial advisor work to other firms. Appointed firms will be expected to provide financial advisor services and, subject to the financing plans of the State or the Building Commission, the appointed firm(s) will be engaged for a period of one to three years. A. GENERAL BACKGROUND. The State s Capital Finance Office is responsible for issuing all public debt, revenue bonds, and other obligations for the State. The Capital Finance Office s web page includes more information about the duties of this office and the obligations issued by the State: State of Wisconsin 1 www.doa.state.wi.us/capitalfinance/ For most bond and note transactions that are sold via competitive sale, the Capital Finance Office is qualified and adequately staffed such that the State does not engage the services of a financial advisor. The situations where engaging financial advisor services have proven most useful in the past are: Consulting in the on-going legislative consideration of new bond or borrowing initiatives. Providing oversight, coordination, and experience in development of new bond or borrowing initiatives. Providing additional judgment and assistance in the preparation for, and presentation of, routine and special rating agency meetings.

Providing initial review and comment on various financial matters that are periodically presented to the State. Providing review and judgment on proposals received from firms interested in providing professional public finance related services to the State, including consideration for underwriting pools and management groups. Assisting with negotiated sales. The services that have been most valuable have been those related to development of an appropriate marketing strategy, development of appropriate pricing, monitoring of the lead underwriters book during the order period, market participant feedback independent of the management group (from other non-participating underwriters and from investors), and post-sale evaluation of underwriter performance. Providing an additional on-going link between the State and the public finance market, including but not limited to underwriters, bankers, insurers, investors, regulators, trade groups, and other issuers. B. REQUESTING AGENCY. This RFQ is issued for the Building Commission by the Department of Administration, Division of Executive Budget and Finance, Capital Finance Office. C. CLARIFICATION OF SPECIFICATIONS. If additional information is necessary to interpret the requirements of this RFQ, questions should be directed prior to November 5, 2004 to Frank R. Hoadley, Capital Finance Director at the telephone number or e-mail address on the cover of this RFQ. D. IDENTIFICATION. If you are likely to submit a response to this RFQ, please e-mail the following information to the Capital Finance Office at the e-mail address on the cover of this RFQ. This information will allow the State to distribute additional information, if necessary, to potential respondents: Firm name Name of person preparing your firm s response Telephone number/telefax number/e-mail Address of contact person E. CONTRACT ADMINISTRATION. The Department of Administration will administer the contract(s) resulting from this RFQ. The contract administrator will be the Capital Finance Director. II. CONDITION OF SUBMITTING A RESPONSE. As a condition of submitting a response pursuant to this request, the following conditions are understood: State of Wisconsin 2

A. RESPONSE PREPARATION. Joint responses will not be accepted. The detailed requirements stated in Section III of this RFQ are mandatory. Failure by a respondent to respond to a specific requirement may be the basis for elimination from consideration during the comparative evaluation. B. RESPONSE SUBMISSION. Response(s) should be converted to Adobe (pdf) format and e-mailed to the address on the cover of this RFQ by no later than Noon (Central Time) on Tuesday, November 9, 2004. In addition, three paper copies must also be sent to the Capital Finance Office at the address on the cover of this RFQ. There is no requirement that these three copies be bound, but at lease one copy should remain unbound and suitable for copying. Receipt of the electronic version by the deadline highlighted above will allow for these paper copies to be received anytime on Wednesday, November 10, 2004. C. INCURRING COSTS. The State is not liable for any cost incurred by respondents in replying to this RFQ. D. PROPRIETARY INFORMATION. Any restrictions on the use of data contained within a response must be clearly stated in the response itself. Proprietary information submitted in response to this RFQ will be handled in accordance with applicable State procurement regulations. Blanket requests for restrictions will be rejected. E. PERIOD OF CONTRACT. The appointment and contract to provide these services will run for a period of one year, commencing on approximately December 1, 2004, with an option on the part of the State to renew the contract for two additional one-year periods, unless sooner terminated by either party as set forth in the contract. Upon resignation from or termination of appointments resulting from this RFQ, the selected Financial Advisor will not be permitted to underwrite a negotiated financing related to bond issues or credits for which services were rendered for a period of two years subsequent to the date of such resignation or termination. F. ORAL INTERVIEWS. While the State does not anticipate oral presentations it reserves the right to do so, in person or by telephone. Responses should be complete on their face. If needed, the State reserves the right to request clarifying information. III. SUBMITTAL CONTENT. Responses must address all of the following questions. Responses must be limited to fifteen (15) pages. A cover letter (not subject to the 15-page limit) that includes a brief executive summary will be appreciated. The cover letter should also include a representation that the individual signing the response to this RFQ has State of Wisconsin 3

the authority to commit his or her firm to the terms submitted. Failure to meet the page limit requirements will be a consideration in the evaluation. A. NAME OF FIRM. Name and address of firm. B. CONTACT NAME. Name, phone number, telefax number, and e- mail address of individual or individuals responsible for this response who may be contacted in the event of questions or notification. C. OFFICE LOCATION. Location of office, if other than that shown above, at which the services will be performed. D. QUALIFICATIONS AND EXPERIENCE. 1. Please provide a brief resume and background (not subject to 15-page limit) of the person listed in question #b above. Names of other people within your firm who will be providing services under this engagement. Please provide brief resumes and backgrounds (not subject to 15-page limit). Note: The people in this question and question #b above will be collectively referred to as Advisors for the remainder of this RFQ. 2. Provide a table that identifies the type, size, and name of the tax-exempt and taxable transactions from October 1, 2002 to the present in which the Advisors provided financial advisory services. 3. Summarize the experience of your firm and/or the Advisors in working with major bond issuers like the State and working with rating agencies and investment banking firms. 4. The State will most likely utilize the services of multiple firms for selected financial advisory assignments, which results in services from a single firm being less comprehensive than the full service financial advisory services traditionally provided in an issuer/financial advisor relationship. This arrangement allows the State to assemble a group of financial advisors and to draw on a specific firm for specific assignments. Furthermore, the State may provide to a selected group of respondents to this RFQ a mini-request for proposal when extensive work is needed for a specific scope of service, such as development of new program. Based on this flexibility for the State, the types of financial advisor services the State is expecting, and the strengths of your firm, please outline all the services that your firm can provide to the State and the experience that your firm has in providing such services. State of Wisconsin 4

5. In December 2003, the State entered into some interest rate exchange agreements for its general fund annual appropriation bonds. This is the first time that the State has used these arrangements. In general, please outline the ongoing maintenance, monitoring, and reporting practices that the State should be using. Please highlight the criteria that should be considered when evaluating (in general and for actual market value) these outstanding agreements. Please include in your response to Section III.D.4. above the swap advisor services that your firm can provide to the State. 6. The State is one of five states that can issue tax-exempt obligations to fund mortgages for qualified veterans. The State is currently facing many challenges with its veterans housing loan program, including but not limited to a decreasing pool of equity, increasing borrowing costs (due to issuance of taxable obligations since the pool of qualified veterans has decreased over the years), and day-to-day debt management decisions being impacted by the federal tax law implications. Please describe your experience in working with State s that have similar mortgage programs for veterans. If applicable, please describe how your firm helped a client address the challenges that are currently facing the State. 7. Describe how the firm is organized to facilitate coordination of the various specialists within your firm who may be perform specific work for requests from the State. 8. Provide (including name, address, phone number, and e-mail address) the following references: a) Two investment bankers who within the past year have underwritten bond issue(s) for which the Advisors provided financial advisory services. b) Two municipal issuers that issue a variety of credits for which the Advisors provided financial advisory services similar to those outlined in this RFQ. E. FEE PROPOSAL. Clearly outline a proposed fee schedule that allows for restatement in a contractual document. Taking into account your response to Section III.D.4. above, the services and related fees might be presented as follows: Description of services and fees for general services to be provided on a retainer basis. Description of services and fees (or basis for fees) for services that would be provided upon request and written approval on an hourly or additional fee basis. State of Wisconsin 5

F. REQUIRED CERTIFICATIONS. Responses to this RFQ must include the following certifications (not subject to 15-page limit): 1. CERTIFICATION OF NO CONFLICTING RELATIONSHIP. The respondent shall certify in writing that no relationship which would constitute a violation of Section 19.45 (6), Wisconsin Statutes, regarding a state public official or their immediate family exists. The respondent shall also certify that no relationship exists which interferes with fair competition with respect to its response. The Department of Administration may waive this provision, in writing, if those activities of the respondent will not be adverse to the interests of the State. 2. FIXED PRICE AND TERMS PERIOD. All terms of the response shall remain firm for a 60-day period, commencing on the due date of responses. 3. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION. a) By submission of this response, the respondent certifies that in connection with this procurement: State of Wisconsin 6 (1) Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the respondent and will not knowingly be disclosed by the respondent prior to award, directly or indirectly to any other respondent or to any competitor; and (2) No attempt has been made or will be made by the respondent to induce any other person or firm to submit or not to submit a response for the purpose of restricting competition. b) Each person signing this response certifies that: (1) He/she is the person in the respondent's firm responsible within that organization for the decision as to the prices being offered herein, and that he/she has not participated, and will not participate, in any action contrary to Section III.F.1.(a)(1) above; or (2) He/she is not the person in the respondent's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decision in

certifying that such persons have not participated, and will not participate in any action contrary to Section III.F.1.a) above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to Section III.F.1.a)(1) above. 4. STATEMENT REGARDING CRIMINAL ACTIONS. Provide a statement as to the status of any pending or resolved criminal actions under federal law or by any state against your firm or registered principals of the firm (relating to the business of your firm) within the past year. G. FORM OF CONTRACT. Appendix A contains the Form of Contract that reflects the general form and content of prior and existing contracts with the State for similar services. The response must include a statement that the form of the contract, except for those matters to be determined, is acceptable. The response must also include a summary of any Additional Services. If there are exceptions or suggested changes to the Form of Contract, those should be noted and discussed. V. EVALUATION CRITERIA. Responses will be considered using the following criteria: A. General Quality of Response 1. Grasp of Situation 2. Responsiveness to Terms and Conditions B. Organization, Personnel and Experience 1. Qualifications of Personnel 2. Experience with Similar Engagements 3. Firm Resources Committed to the State C. Value of Services to be Rendered 1. Extent to which proposed services are responsive to State's needs. 2. Breadth of services proposed to be provided. D. Costs. After the above criteria have been considered, costs will be considered and negotiated for any engagement. State of Wisconsin 7

Appendix A FORM OF FINANCIAL ADVISOR CONTRACT The State of Wisconsin (State), represented by the Secretary of the Department of Administration, and the firm of (Financial Advisor) contract this day of, 200 as follows: I. GENERAL. A. Authority for Engaging Financial Advisory Services. The State of Wisconsin Building Commission adopted 200 State of Wisconsin Building Commission Resolution on, 200. That resolution authorized contracting for the services herein pursuant to the Building Commission s authority under s. 18.10 (12) of the Wisconsin Statutes. B. Standards. The Financial Advisor will provide the services hereinafter set forth in accordance with the best professional standards. C. Subletting or Assignment of Contract. The Financial Advisor will not sublet or assign all or any part of the work under this Contract without prior written approval of the State. D. Employment. The Financial Advisor will not engage the services of any person or persons now employed by the State, including any department, commission or board thereof, without the written consent of the employer of such person or persons and of the State. E. Nondiscrimination in Employment. In connection with the performance work under this Contract, the Financial Advisor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color handicap, sex, physical condition, developmental disability as defined in sec. 51.05(5) of the Wisconsin Statutes, sexual orientation or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Financial Advisor further agrees to take affirmative action to ensure equal employment opportunities for persons with disabilities. The Financial Advisor agrees to post in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause. State of Wisconsin A-1

Within fifteen (15) days after the date of this Contract, the Financial Advisor shall submit a written affirmative action plan to the Department of Administration - Capital Finance Office. F. Professional and Legal Relationships. 1. The Financial Advisor will at all times comply with and observe all federal and state laws, local laws, ordinances and regulations which are in effect during the period of this Contract and which in any manner affect the work or its conduct. 2. The Secretary acts as agent and representative of the State and will have no personal liability for any acts or omissions of the Financial Advisor in carrying out this Contract or in the exercise by the Financial Advisor of any power or authority granted by this Contract to the Financial Advisor. 3. It is understood that this Contract does not establish an employee/employer relationship between the Department of Administration and the Financial Advisor; it does however create a financial advisor/client relationship. 4. It is understood that the Secretary and the State have engaged the resources of based upon the experience and qualifications of certain individuals of the firm whose qualifications and experience have been reviewed by the State. Upon the unavailability for this engagement of any of those advisors, listed below, this Contract may be terminated by the State. The State may, at its option, review the qualifications and experience of other financial advisor(s) presented by and, if found acceptable, continue the Contract by written agreement to make substitution(s) in the following list: State of Wisconsin A-2 a. b. The Financial Advisor agrees to give a high priority to this engagement and agrees to limit, if necessary, the other time commitments of the above named individuals to ensure their availability to provide services in a prompt and timely fashion. It shall be the responsibility of the Financial Advisor to adjust work loads and schedules when the State notifies the Financial Advisor it is not receiving a high priority in the services provided. G. Review and Liaison. The Capital Finance Director (Liaison) will administer the State s interest in ensuring the Financial Advisor s

provision of services as outlined in this Contract and will review all services and invoices of the Financial Advisor. H. Termination of Contract. The State or the Financial Advisor may terminate this Contract at any time at the sole discretion of the respective parties by delivering ten (10) days written notice to the other party. Upon termination, the State s liability will be limited to the pro rata cost of the services performed as of the date of termination plus expenses incurred with the prior written approval of the Liaison and to the extent that funds are available. Upon resignation from or termination of this agreement, the Financial Advisor will not be permitted to underwrite a negotiated financing related to bond issues or credits for which services were rendered under this Contract for a period of two years subsequent to the date of such resignation or termination. I. Applicable Law. This Contract shall be governed under the laws of the State of Wisconsin. The Financial Advisor shall at all times comply with and observe all federal and state laws, local laws, ordinances, regulations and the work rules of the State which are in effect during the term of this Contract and which in any manner affect the work or its conduct. J. Work Product Ownership. All material produced under this Contract shall belong to and remain the property of the State. Use of same by the Financial Advisor shall be only with the advance written permission of the State. Such permission shall not be unreasonably withheld. Financial models, templates or spreadsheets developed by the Financial Advisor for the assignments under this engagement shall be provided, upon request, to the State in computer diskette form that can be read and used on the State s computers. The State shall have the right to modify and use such models, templates or spreadsheets thereafter in conjunction with the State s capital financing programs. K. Right to Publish. The Financial Advisor will be allowed to write and have such writing published provided the Financial Advisor has written approval from the State before publishing writings on subjects associated with the work under this Contract. Such approval shall not be unreasonably withheld. L. Examination of Records. The Financial Advisor agrees that the State will have access to and the right to examine, audit, and excerpt and transcribe any books, documents, papers and records of the Financial Advisor relating to this Contract. Such material will be retained for three years by the Financial Advisor following completion of the Contract; the Financial Advisor will furnish copies of such material to the State if requested to do so. State of Wisconsin A-3

M. Continuance of Contract. Continuance of this Contract beyond the limits of funds available shall be contingent upon appropriation of the necessary funds, and the termination of this Contract by lack of appropriations shall be without penalty. N. Disclosure. If a state public official as defined by s. 19.42 of the Wisconsin Statutes or an organization in which a public official holds at least a 10% interest is a party to this Contract, they must so disclose the same to the State of Wisconsin Ethics Board and the Liaison or this Contract is voidable by the State. O. Conflict of Interest. It is a violation of this contract for the Financial Advisor to act contrary to the interests of the State without the knowledge and consent of the State. The Financial Advisor agrees to inform the State of all relationships and business agreements from which it receives money or in-kind benefits (or will, in the future, receive money or in-kind benefits) which may have potential for conflict with the State s interests. The Financial Advisor is required to provide a certificate to that effect in connection with each completed financing. II. SCOPE OF SERVICES. A. The Financial Advisor will work, at the direction of the Liaison, with the staff of the DOA Capital Finance Office, and with other agencies and entities as appropriate, and act as financial advisor and provide associated services as may be required by the State of Wisconsin in connection with: { To Be Completed } This Contract for financial advisory services is not exclusive and the state may have contracts with other firms for the same or similar services. B. At the request of the Liaison, travel to Madison, Wisconsin, for meetings related to the above matters. C. The Financial Advisor will perform other usual functions incidental and necessary to carrying out the above duties. III. ADMINISTRATION AND BILLING. A. Compensation. The Financial Advisor will perform the services called for in this Contract in consideration for compensation outlined below, which supersedes compensation in the Proposal. { To Be Completed } State of Wisconsin A-4

B. Additional Services. Services beyond Basic Services described in Section II.A. Scope of Services will be at the amount agreed upon by the Liaison and Financial Advisor as provided in Section II.A., or, if necessary, at the Financial Advisor s standard and usual hourly rates then in effect. No fee is due the Financial Advisor unless such services were expressly requested in writing by the Liaison and accepted by the Financial Advisor, specifying the services and the fees thereto. No fees shall be charged under this section for work covered in Section II. C. Out of Pocket Expenses. The Financial Advisor shall, in addition to the compensation provided above, be reimbursed for actual out of pocket expenses necessarily connected to the services rendered under this Contract. Expenses subject to reimbursement include duplicating, long distance telephone charges, postage and delivery charges, travel and necessary living expenses outside of the city of,, but exclusive of normal office overhead expenses. D. Payment. Payment shall be made to the Financial Advisor at the direction of the Liaison upon receipt of periodic itemized invoices submitted in triplicate to the Liaison at the following address: Capital Finance Office Department of Administration PO. Box 7864 101 E. Wilson Street, 10th Floor Madison, WI 53707-7864 E. Submission of Invoices. Invoices must be itemized. For nonpercentage work performed under this Contract which was specifically requested by the State, all professional fees must be itemized by work performed. All expenses are to be itemized by purpose, amount, and date incurred. Air travel will be paid only for tourist class rates. Travel expenses will be at the rates authorized for State employees at the time of travel. No payment will be made for time expended in preparing an invoice. F. Maximum Fee. The total paid under this Contract to the Financial Advisor, including fees and expenses, will not exceed $ covering the original term of this Contract and the optional renewal periods, if any. No payment will be made beyond this maximum amount unless the Contract is amended in writing before the services are provided or costs incurred which would require such payments. G. Final Invoice. Final invoice will be submitted not later than sixty (60) days following close of the Contract. H. Length of Contract. This Contract shall run for a period extending to. State of Wisconsin A-5

I. Optional Renewal for Additional Year. The State has the option to extend this Contract for one (1) year by giving notice of such renewal to the Financial Advisor prior to the expiration of this Contract. The State may exercise this option twice, for a total of two one-year extensions. J. Amendment of Contract. In the event the Financial Advisor notifies the State that further services, beyond those named above and exceeding the scope of the normal responsibilities of the Financial Advisor, are necessary, the parties hereto reserve the right to amend this Contract to permit the Financial Advisor to provide such services and receive such additional compensation therefore as to be mutually agreed upon. K. Entire Agreement. This Contract constitutes the entire agreement of the parties and supersedes any representations, commitments, conditions, or agreements made orally or in writing prior to execution of the Contract. IV. CERTIFICATION OF NO CONFLICTING RELATIONSHIP In signing this Contract, the Financial Advisor certifies that: A. No relationship exists between the Financial Advisor and the State that interferes with fair competition or is a conflict of interest; B. No relationship exists between the Financial Advisor and another person or organization that constitutes a conflict of interest with respect of this Contract. IN WITNESS WHEREOF, the State and the Financial Advisor have executed this Contract on the day and year first written above. STATE OF WISCONSIN Department of Administration By: Secretary FINANCIAL ADVISOR By: State of Wisconsin A-6