Financial Advisory Services

Rev. 03/27/2019 P&C DeKalb County Department of Purchasing and Contracting July 13, 2022 REQUEST FOR PROPOSALS (RFP) NO. 22-500623 FOR FINANCIAL ADVISORY SERVICES Procurement Agent: Cathryn Horner Phone: 404-371-6334 Email: cghorner@dekalbcountyga.gov Mandatory DeKalb First LSBE Meeting: July 20, 2022 July 27, 2022 (Bidders must attend 1 meeting on either of the dates listed) Zoom Video and/or Audio Conferencing: To attend the 10:00am Mandatory Prime/LSBE Meeting via video conferencing, Join Zoom Meeting: https://dekalbcountyga.zoom.us/j/157231430 To attend the 2:00pm Mandatory Prime/LSBE Meeting via video conferencing, Join Zoom Meeting: https://dekalbcountyga.zoom.us/j/308537243 Please utilize audio conferencing if you are unable to access

the Zoom Meeting, dial: 1-888-270-9936 Conference code: 107222 Deadline for Submission of Questions: 5:00 P.M. ET, July 29, 2022 Deadline for Receipt of Proposals: 3:00 P.M. ET, August 5, 2022 THE RESPONSIBILITY FOR SUBMITTING A RESPONSE TO THIS RFP TO THE DEPARTMENT OF PURCHASING AND CONTRACTING OF DEKALB COUNTY GOVERNMENT ON OR BEFORE THE STATED DATE AND TIME WILL BE SOLELY AND STRICTLY THE RESPONSIBILITY OF THE RESPONDER. __________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________________________________ https://dekalbcountyga.zoom.us/j/157231430 https://dekalbcountyga.zoom.us/j/308537243 Revised 11/09/2020 P&C TABLE OF CONTENTS Section Title Page I. Introduction .....................................................................................................2 II. Statement of Work ..........................................................................................5 III. Proposal Format ............................................................................................12 A. Cost Proposal ...........................................................................................12 B. Technical Proposal ...................................................................................12 C. Federal Work Authorization Program ......................................................16 IV. Criteria for Evaluation ..................................................................................16 V. Contract Administration................................................................................16 A. Standard County Contract ........................................................................16 B. Submittal Instructions ..............................................................................16 C. Questions ..................................................................................................17 D. Acknowledgement of Addenda ................................................................17 E. Proposal Duration .....................................................................................17 F. Project Director/Contract Manager...........................................................18 G. Expenses of Preparing Responses to this RFP .........................................18 H. Georgia Open Records Act ......................................................................18 I. Local Small Business Enterprise Ordinance ............................................18 J. First Source Jobs Ordinance .....................................................................18 K. Business License ......................................................................................19 L. Ethics Rules ..............................................................................................19 M. Right to Audit ..........................................................................................19 N. Cooperative Agreement ...........................................................................20 VI. Award of Contract.........................................................................................20 Attachment A. Cost Proposal ........................................................................22 Attachment B. Debt Management Report .....................................................25 Attachment C. Proposal Cover Sheet............................................................26 Attachment D. Contractor Reference and Release Form ..............................27 Attachment E. Subcontractor Reference and Release Form .........................28 Attachment F. Contractor Affidavit ..............................................................29 Attachment G. Sample County Contract ......................................................30 Attachment H. LSBE Opportunity Tracking Form .......................................48 Attachment I. First Source Jobs Ordinance Information & Forms ..............58 Page No. 1 Revised 11/09/2020 P&C __________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________________________________ DeKalb County Department of Purchasing and Contracting Maloof Administration Building, 1300 Commerce Drive, 2nd Floor, Decatur, Georgia 30030 July 13, 2022 REQUEST FOR PROPOSAL (RFP) No. 22-500623 FOR Financial Advisory Services DEKALB COUNTY, GEORGIA DeKalb County Government (the County) requests qualified individuals and firms with experience as a “municipal advisor” (hereinafter referred to as Financial Advisor or FA) as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and the Securities and Exchange Commission’s Rule 15bA-1 (the “Municipal Advisor Rule”) to submit proposals for Financial Advisory Services. I. INTRODUCTION DeKalb County, Georgia requests proposals from qualified firms to provide Financial Advisory Services to the DeKalb County Chief Executive Officer (CEO), and DeKalb County Board of Commissioners (hereinafter called “The County”). The County is defined as the CEO and each member of the DeKalb County Board of Commissioners who will be equally entitled to the full Financial Advisor’s professional advice. The County is located in the State of Georgia and included in the Atlanta GA Metropolitan Statistical Area. The County is home to approximately 764,000 residents, making it the 4th most populous county in Georgia and the most diverse County in the state, with residents speaking over 64 spoken languages. The County has a total area of 271 square miles and encompasses nearly 10% of the City of Atlanta as well as the cities of Avondale Estates, Brookhaven, Chamblee, Clarkston, Decatur, Doraville, Dunwoody, Lithonia, Pine Lake, Stonecrest, Stone Mountain and Tucker. DeKalb County Government is administered by a full-time Chief Executive Officer. Additionally, legislative policy is set by a seven-member Board of Commissioners. The Chief Executive Officer is elected county-wide and the Commissioners are each elected by district. The Chief Executive and the Commissioners serve four-year staggered terms. The Commissioners elect one member each year to serve as Presiding Officer. The Chief Executive Officer has the exclusive power to supervise, direct, and control the administration of County Government. The Board of Commissioners' primary responsibilities are to adopt an annual budget and to levy a tax Page No. 2 Revised 11/09/2020 P&C Board of Commissioners' primary responsibilities are to adopt an annual budget and to levy a tax rate and service charge structure sufficient to balance the budget; to rule on requests to rezone property; and to adopt and amend the County Code. The Board of Commissioners serves as the legislative branch of the DeKalb County government. The Board is comprised of seven part-time commissioners, all elected to a four-year term. DeKalb County is divided into five districts with one commissioner serving each district. There are also two “super districts,” one composed of the east side of the county and the other composed of the west side, each making up about half of the County’s population. Each super district is served by one commissioner. Therefore, every citizen of DeKalb County is served by two commissioners, one with the district and one with the super district. The Department of Finance is responsible to the Chief Executive Officer regarding the fiscal status of County controlled funds and serves in an administrative and advisory capacity on related matters. II. OVERVIEW The County intends to enter into a three (3) year multiyear contract, with two optional one-year extensions, with a qualified entity to provide financial advisory services in connection with various financing transactions and programs and to act as the County’s “municipal advisor” as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd- Frank”) and the Securities and Exchange Commission’s Rule 15bA-1 (the “Municipal Advisor Rule”). The Financial Advisor will be retained to assist the County in developing and implementing strategies to meet its long-term financial needs. Assignments will be made on a task order basis; that is, to serve as financial advisor to complete a particular transaction or to work on discreet projects related to debt management or other financial matters. A. Debt Administration Since 2014, the County’s debt administration is directed by the County’s Treasurer, under the leadership of the chief financial officer, in compliance with the County’s debt policy. Short-term debt: The County has issued tax anticipation notes (TANs) annually for most years since 2012. The County has issued TANs both through public competitive sales, with an official statement (OS) and credit ratings, as well as limited competitive offerings to sophisticated investors, without an OS and credit ratings. Long-term debt: The County periodically issues long-term debt primarily related to the County’s enterprise funds. Long-term debt consists primarily of revenue bonds, GEFA loans, WIFIA loans and leases. Future issues could include general obligation bonds, but no such bonds are planned at the time of this RFP. Current water and sewer capital improvement plans (CIPs) are expected to be funded by the renewal and extension funds, water and sewerage revenue bonds, as well as future GEFA and WIFIA loans and an unknown amount of funds expected to be received from the Infrastructure Investment and Jobs Act. Capital plans for the Sanitation Fund, Airport Fund and Stormwater Utility are currently in development. Page No. 3 Revised 11/09/2020 P&C B. Current Ratings of County Bonds as of December 31, 2021: Fitch Moody’s Investors Service Standard and Poor’s General Obligation AA/Stable Aa3/Stable No rating Water and Sewer Prior Lien No rating Aa2/Stable AA- Second Lien AA-/Stable Aa3/Stable A+ WIFIA Loans AA/Stable No rating No rating A greater understanding of the County’s overall operations and financial condition may be obtained from its most recent annual audited financial statements for the year ending December 31, 2020, as well as the monthly unaudited financial reports. Financial reporting information can be found at: http://www.dekalbcountyga.gov/pdf/cafr13.pdf. The County’s most recent budget can be found at: http://www.dekalbcountyga.gov/finance/pdf/2014_budget_book.pdf C. County Focus In previous years, the County and its associated Authorities have issued general obligation bonds, tax anticipation notes, Water and Sewerage revenue bonds, Authority revenue bonds and leases. The County’s primary focus from a debt perspective will be new Water and Sewage Revenue Bonds, GEFA loans and WIFIA loans to support the County’s ongoing consent degree and refunding or defeasance of other bond issues and monitoring events which would require action by the County in relation to its debt. The County also intends to maximize its utilization of any grant and low-cost loan opportunities. The County may also seek ad hoc requests for the assistance of the Financial Advisor for guidance with financial planning. The principal function of the Financial Advisor will be to provide independent advice and extensive planning and financial analysis related to capital planning and debt and refunding opportunities that serves solely the interests of the County in accordance with the fiduciary duties of a municipal advisor under Dodd-Frank and the Municipal Advisor Rule. D. The following Required Documents Checklist includes a list of attachments which must be completed and returned with Responder’s technical proposal: Required Documents Attachment Cost Proposal Form (1 copy, separate from proposal & in sealed envelope) A Proposal Cover Sheet C Contractor Reference and Release Form D Subcontractor Reference and Release Form (make additional copies as needed) E Contractor Affidavit F LSBE Opportunity Tracking Form H First Source Jobs Ordinance Information and Forms I Exceptions to the Standard County Contract, if any N/A Page No. 4 http://www.dekalbcountyga.gov/pdf/cafr13.pdf http://www.dekalbcountyga.gov/finance/pdf/2014_budget_book.pdf Revised 11/09/2020 P&C E. The services shall commence ten (10) calendar days after acknowledgement of receipt of written notice to proceed. The County intends to enter into a three (3) year multiyear contract with two (2) optional one-year renewals with a qualified entity to provide financial advisory services in connection with various financing transactions and programs and to act as the County’s FA as described in the opening paragraph of this RFP. F. The County reserves the right to make one (1) award or multiple awards. III. SCOPE OF SERVICES The scope of services to be provided by the financial advisory team may include one or more of the following services for the County. The firm selected will be expected to provide financial advisory services related to all short-term and long- term borrowings currently in existence, as well as any proposed short-term and long- term borrowings and infrastructure grants, including bonds, loans and leases which may be proposed and issued from time to time during the period covered by this contract. The advisor will also be expected to provide actionable suggestions related to the County’s short-term and long-term financial plan as needed as well as advise on such topics as OPEB, pension, and similar financial topics The following is a general list of possible transactions and types of services to be provided: • Services o Policy or Procedural Advice (such as state or federal legislative interpretation) o Market Condition or Other Research on Rates or Structures o Investor Relations, Publications, and Reports o Review/Analysis, as a requested (such as a review of information used in negotiations, fiscal/economic impact, feasibility study, economic development) o Topical presentations (policy analysis or white paper reports), as requested, to appointed or elected officials o Other services of a similar nature and scope • Transactions o General Obligation bond issues o Revenue Bond issues o Refunding Bond Issues o Special Tax/Development District Bond Issues o Lease Revenue Bond Issues o Lease Transactions o Other Financing Transactions (such as economic development related financing, short-term borrowing, private placements, etc.) Page No. 5 Revised 11/09/2020 P&C A. General Services 1. The successful responder will provide policy guidance and procedural advice – to assist and provide the County guidance in its overall approach to the subject of financing. Responder will also make recommendations on policy and procedures to follow in order to minimize risk, maximize services to citizens, and ensure prudent fiscal management. 2. The Contractor shall develop a financing plan delineating the purpose of the financing and its structure. The plan shall include-recommendations on the method of sale, ratings, bond sizing, insurance, etc. 3. Implement competitive financings, including production of preliminary and final official statements, and publication and distribution of sale documents. 4. Advise the County in negotiated financings including production and distribution of Requests for Qualifications (RFQs) and Requests for Proposals (RFPs), production of preliminary and final offering memorandum, advising on issue pricing, discussions with underwriters, and publication and distribution of sale documents. 5. Develop or assist in the development of presentations and communications to bond rating agencies. 6. Develop and implement investor relations program and marketing plan for any financing the County should pursue. 7. Provide advice and input on the timing of County debt issues, especially regarding other major state and local debt issues that may coincide or compete with County sales as well as the timing of significant market activity which may impact the success of County sales. 8. Monitor interest rate levels and assist and advise the County on refunding opportunities. 9. Assist and advise the County in the review of Federal and State legislation impacting the County’s financing programs. 10. Assist the County on special projects relating to debt issuance and financial matters. 11. Assist the County on special projects related to fiscal and economic impact analysis, feasibility studies, and/or special tax structures. 12. Assist the County on special projects related to economic/business development. Page No. 6 Revised 11/09/2020 P&C B. General Financial Planning 1. Consultation, as needed, with the County and its financial staff regarding various financing options or problems. 2. As requested by the County, provide directly, or through third parties as agreed upon with the County: review of the County’s investment portfolios with the objective of establishing overall strategies, performance goals and risk factors; consulting with County staff or external fund managers relative to the foregoing; providing general financial consulting services for banking, cash management, debt management, long- term investments, evaluation of retirement or pension systems, etc. 3. Quarterly review of existing debt structure and financial resources of the County to determine the desirability of refinancing existing debt. 4. Annual data on rating agency medians and annual list of AAA counties. 5. Advice on proposed and actual changes in tax laws, IRS and U.S. Treasury requirements related to tax-exempt and tax credit bonds (including direct-pay bonds such as Build America Bonds), as well as changes in the financial markets that would require action by the County. 6. Alert County to any events related to bond covenants, continuing disclosure, or market disruption that would warrant action by the County. 7. Should the County have variable rate debt in its portfolio, quarterly valuations of swaps outstanding and an annual report of the risks associated with the swaps. At this time, the County has no variable rate debt. 8. If required, work with County staff and bond counsel to coordinate all actions required for defeasance of any bond issue, including advice about filing material event notices. 9. Assist in the pricing and securing of tax anticipation notes as necessary based upon the County’s cash flow needs. The County has needed a n d relied upon this mechanism for short-term borrowing in the recent past and the need may arise again in the future. 10. As requested by the County, provide research and analysis assistance in connection with economic development opportunities, special taxing districts, potential operational cost saving opportunities, public-private partnerships, special state/federal grant, loan or financing opportunities, special projects, etc. C. Debt Issuance Related 1. Periodically evaluate financing options and advise staff as to the most beneficial method available among alternatives. Examples might include lease vs. purchase analysis or analysis related to economic development projects. Page No. 7 Revised 11/09/2020 P&C 2. Assist County in creation of a calendar of events supportive of an issue and assist with the preparation of Official Statements for bond issues in conjunction with bond counsel and County staff. 3. Arrangement for the widest possible distribution of Official Statements to bond underwriters and investors. 4. Assist and advise on the timely marketing of bond issues, derivative products, notes, certificates of participation, etc. 5. Assistance in determining the best bid received on a competitive sale. 6. Assistance in preparations for bond closing. 7. Advice on terms and features of bonds and on timing and marketing of bond issues. 8. Assistance with the preparation of cash flow forecasts for proposed bond issues addressing debt service requirements and sources of funding. D. Investment Related 1. Assistance in the selection of investment banking firms, when required. 2. Serve on Investment Committee in an advisory capacity, as needed, lend expertise related to financial markets and economic outlook, and provide recommendations to meet DeKalb County investment needs. 3. Advice on the investment of bond proceeds in accordance with applicable laws, when needed. 4. Assistance in compliance with arbitrage rebate requirements. Arranging for arbitrage calculations, along with the preparation of federal reports and forms; or reviewing arbitrage calculations completed by County staff or others. E. Bonds Bonds issued by the County will normally be sold on a competitive basis and are marketed via Notice of Sale (NOS), Preliminary Official Statement (POS), and Official Statement (OS). While the fee proposals will be evaluated under this proposal, the County may adjust the method of sale based upon market trends and the complexities of the offering. From time-to-time, the County has used negotiated sales for refundings. The County’s preference is for a competitive sale; however, if the market conditions or the nature of the issue suggest better results with a negotiated sale, the County will work with the selected financial advisor to structure such an issue. Page No. 8 Revised 11/09/2020 P&C County staff and the County’s Bond and Disclosure Counsel actively participate in the preparation of the POS, NOS, and OS. Disclosure Counsel distributes documents for review, comment, and approval. DeKalb County Department of Finance will distribute documents for review, comment, and approval within DeKalb County and consolidate comments. Generally, Disclosure Counsel will handle all word processing functions related to the bond documents. 1. The Financial Advisor will be responsible for providing guidance to the County and legal counsel in preparation of these documents particularly recommendation about the structure. 2. The Financial Advisor will be responsible for reviewing and commenting on sections of the documents on which a Financial Advisor would normally be expected to comment including, but not limited to, document summaries, summaries of sections describing the Bonds/Notes and redemption and registration matters, as well as disclosures regarding the County organization and operations. 3. The Financial Advisor will be responsible for electronic posting and distribution of the preliminary OS, Notice of Sale and OS (POS/NOS/OS) using nationally recognized firms such as http://www.onlinemunis.com or www.i-dealprospectus.com and for the e-mailing of the documents to local firms who specially request to be included in the bidding process. 4. The Financial Advisor will be responsible for marketing the County’s transactions to prospective investors. 5. The Financial Advisor will be responsible for overseeing the bidding processing that will primarily be limited to electronic delivery of the bids via the PARITY system or equivalent. However, the financial advisor shall be prepared to use alternative bidding approaches, if the circumstances require. Evaluation of the bids will take place immediately after the bid deadline and advice will be given the County’s Finance Director regarding the acceptance of the winning bid. 6. The Financial Advisor will be responsible for evaluating existing bonds for possible refunding opportunities and determining the size and structure of the issue. 7. County staff and the County’s Bond and Disclosure Counsel, along with the Financial Advisor will actively participate in the preparation of the POS, NOS, and OS. Disclosure Counsel distributes documents for review, comment, and approval. DeKalb County Department of Finance will distribute documents for review, comment, and approval within DeKalb County and consolidate comments. Generally, Bond and Disclosure Counsels will handle all word processing functions related to the bond documents. The Financial Advisor will be responsible for providing guidance to the County and legal counsel in preparation of these documents particularly recommendation about the structure. Page No. 9 http://www.onlinemunis.com/ http://www.i-dealprospectus.com/ Revised 11/09/2020 P&C F. Other 1. Assistance in selecting trustees, escrow agents, paying agents, and other financial intermediaries, as necessary. 2. Coordination of applications for future credit ratings in order to maintain the highest possible credit ratings. Preparation of applications for bond insurance as applicable, liquidity provider, line of credit, or other credit enhancement devices, as needed. Analysis of savings which will result from the use of recommended credit enhancement devices. 3. Attendance at County Commission meetings or Authority meetings with County staff, as requested. 4. Assistance in and representation of the County in audit preparations, IRS examinations, SEC investigations, court proceedings, or other legal or regulatory matters. 5. Develop and deliver informational presentations for the Board of Commissioners as requested including detailed analysis of the given subject and recommended actions as appropriate. 6. The Financial Advisor will be responsible for providing guidance to the County and legal counsel in preparation of these documents particularly recommendation about the structure. 7. The Financial Advisor will be responsible for providing language for selections of the documents which a Financial Advisor would normally be expected to generate including, but not limited to, document summaries, summaries of sections describing the Bonds/Notes and redemption and registration matters. 8. Provide a written and oral report on the financial results of the County (budget vs actual) by major fund (tax funds, water and sewer, sanitation) and changes in fund balance on a quarterly basis. 9. Provide a written and oral annual report to review the year end audit and in particular how the results relate to the County's credit ratings upon request. 10. The firm selected will provide all services listed in the Scope of Services to any member of the County and will provide all members of the County the same advice and information, notwithstanding the decisions or pronouncements of any member of the County. IV. FIRM QUALIFICATIONS DeKalb County expects to work closely with its advisor to ensure that the tasks outlined in the scope of services section are completed in a timely, efficient and accurate manner. Accordingly, Page No. 10 Revised 11/09/2020 P&C DeKalb County expects that its advisor will be constantly up to date with applicable financial analysis and reporting standards and will maintain appropriate expertise at the proposer’s own expense. The following qualifications must be met in order to submit a proposal to DeKalb County for this assignment. A. Proposers must be currently registered with both the Security and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB) as a Municipal Advisor and provide in their proposal a Certificate of Current Municipal Advisor Registration from the MSRB rules G-37 and G-38. Proposers must disclose their current ownership structure, including beneficial owner, and other affiliated regulated business, as well as any individual who may have securities licenses or Municipal Advisor registrations held with other entities. For purposes of this RFP, officials of the issuer include the elected officials who serve on the Board of Commissioners of DeKalb County or on the boards of any of the County’s Authorities. B. Proposed contractors should have served as a Financial Advisor to jurisdictions comparable to DeKalb County, Georgia, in size and complexity of their debt program (issues and related financings). Respondents need to be experienced in the types of municipal financing transactions contemplated in this RFP. Respondents should also have staff available to perform work in a timely manner, according to the County’s frequently moving schedules and targets. C. Proposed contractors and their subcontractors must know and state to the best of their knowledge there are no circumstances that shall cause a conflict of interest in performing services for DeKalb County. The successful firm will be required to sign as a part of the terms and conditions of their being engaged by the County statements regarding conflict of interest and contingency fees. V. PROPOSER REQUIREMENT AND INFORMATION A. Individuals, firms and businesses seeking an award of a DeKalb County contract may not initiate or continue any verbal or written communications regarding a solicitation with any County officer, elected official, employee or other County representative without permission of the Purchasing Associate named in the solicitation between the date of the issuance of the solicitation and the date of the final contract award by the Board of Commissioners. Violations will be reviewed by the Purchasing Director. If determined that such communication has compromised the competitive process, the offer submitted by the individual, firm or business may be disqualified from consideration for award. B. Any prospective Advisor must make an affirmative statement to the effect that their retention, if selected, shall not result in a conflict of interest with any party, which may be affected by this program. This statement is included as part of the proposed contract. The Advisor will be precluded by the terms of the agreement from participating in as investment banker, swap counterparty, underwriter or in any manner other than as the Financial Advisor for bonds of the County. Alternatively, should any potential or existing conflict be known by a prospective advisor, said prospective Financial Advisor must specify the party with which the conflict exists or might arise, the nature of the conflict and Page No. 11 Revised 11/09/2020 P&C whether the prospective Financial Advisor would or would not step aside or resign from that engagement or representation creating the conflict in favor of DeKalb County. C. Exceptions to the requirements of this RFP must be clearly stated in the proposal/response. Note: The County will consider any exceptions in its scoring and evaluation process and respondents are strongly encouraged to address and comply with the requirements included herein. D. Joint proposals are not accepted, however, the contract for Financial Advisory Services allows for the selected vendor to utilize subcontractors, as needed. Proposals need to be submitted by the firm who would hold the contract with the County for services. If plans to subcontract portions of the required services are included, please provide detail on such plans. E. The firm selected will provide any service listed in the to any member of the Governing Authority of DeKalb County, and will provide all members of the Governing Authority the same advice and information, notwithstanding the decisions or pronouncements of Management or any member of the Governing Authority. VI. PROPOSAL FORMAT Responders are required to submit their proposals in the following format: A. Cost Proposal 1. The cost proposal must be submitted in a separate, sealed envelope with the responder’s name and “Cost Proposal for Request for Proposals No. 22-500623 for Financial Advisor Services” on the outside of the envelope. 2. The sealed envelope containing the cost proposal is requested to be included in the sealed package containing the technical proposal. 3. DO NOT INCLUDE FEES OR COSTS IN ANY AREA OUTSIDE OF THIS COST PROPOSAL. Including fees in any area outside of the Cost Proposal in its separate, sealed envelope shall result in Responder’s proposal being deemed non-responsive. 4. Responders are required to submit their costs on Attachment A, Cost Proposal Form. Responder shall not alter the cost proposal form. B. Technical Proposal DO NOT INCLUDE ANY COSTS OF ANY KIND IN THE TECHNICAL PROPOSAL OR ON THE FLASH DRIVES CONTAINING THE TECHNICAL PROPOSAL. Page No. 12 Revised 11/09/2020 P&C 1. Technical Proposals must be submitted in a sealed envelope(s) or box(es) with the responder’s name and “Request for Proposals No. 22-500623 for Financial Advisor Services” on the outside of each envelope or box. 2. Technical Proposal shall be submitted with one (1) original stamped “Original” and one (1) electronic copy on an unlocked thumb drive. All copies of the Technical Proposal must be identical. a. Each Proposer assumes full responsibility for timely delivery of its PROPOSAL at the required location. Any PROPOSAL received after the submittal deadline shall be deemed nonresponsive and returned. b. The content requirements set forth in this RFP represent the minimum content requirements for the PROPOSAL. It is the Proposer’s responsibility to include information in its PROPOSAL to present all relevant qualifications and other materials. The PROPOSAL, however, should not contain standard marketing or other general materials. It is the Proposer’s responsibility to modify such materials so that only directly relevant information is included in the PROPOSAL. 3. Responder shall complete Attachment C, Proposal Cover Sheet, and include this as the first page of the technical proposal. 4. Financial Advisor Methodology (40 Points): NOT TO EXCEED 18 PAGES a. State if your firm meets the criteria for Firm’s Qualification listed in section IV. Provide a copy of your company’s MSRB Certificate. b. Responder is required to discuss and provide specific information concerning the in- house technical support, computer modeling, and financing analysis capabilities, which the proposer will provide to the County. Detail the background and experience of technical staff. If technical support and analysis is to be provided by a firm other than the Proposers through a subcontracting arrangement; identify that firm, its relationship to the Proposer and its experience and resources to provide such services. c. Responder shall provide at least one, and not more than three, examples of financing or financing management advice given to a client who, in the opinion of the Proposer, represents innovative problem solving initiated by the Proposer, or is otherwise of particular note. d. Address the organization of your firm, the location of offices, and how resources can be put to work for the County. e. Describe the logistics of your firm’s accessibility to the County in terms of geographic location of the individuals with primary responsibility for the client relationship with the County, and the travel time and restrictions, if any, to be on site, at the County. In addition, indicate how travel cost and time will be billed, i.e., from the point of origin or as if the Proposer were situated in the County. f. Responders shall describe your firm’s ability to structure and price financings. Explain the processes used to determine market timing, maturity, structure, ratings, and credit enhancements. Also describe your firm’s recommended refunding methodology and criteria. Page No. 13 Revised 11/09/2020 P&C g. Develop a case study based on the County’s outstanding (or projected debt) or general fiscal condition and provide a detailed analysis of a specific situation where a recommended action would improve or enhance the County’s debt management, fiscal management, or credit. Describe the situation and the basis for recommending the improvement, explain the strategy for implementing the solution, and discuss the benefits and/or attendant risks. h. Describe what type and how your firm would implement availability of ongoing training and educational services that could be provided to the County. Please note, cost should be stated in the cost proposal only. i. Responsive firms will provide a sample “Plan of Advisement” that will briefly describe your firm’s recommendation for keeping the County abreast of developments in the public financial sector, options available to the County for managing borrowing costs, and analysis of the impact on DeKalb County credit worthiness. 5. Expertise of Assigned Personnel: (30 Points) NOT TO EXCEED 10 PAGES a. Responder is required to identify the qualified individual that will serve as the Lead for the Financial Advisory Team, the qualified individual(s) who will be part of the team, and any outside qualified personnel (such as subcontractors), stating the role each will perform for the County. b. Responder must provide resumes with complete job descriptions and staff qualifications of the proposed key team members that will be assigned to the County. c. Responder must provide a description of Responder’s experience, capabilities and other qualifications for this project that evidences Responder’s ability to successfully complete the project. Clearly identify experience within the State of Georgia. In addition, identify those individuals who would be responsible for subject specific work listed below in (d). d. Briefly discuss relevant experience of the Proposer and the experience of the specific persons who would be assigned to work with the County based on their financial advisory experience in Georgia. Also provide evidence of specific experience related to public finance projects including but not limited to local government borrowing, economic development or redevelopment projects, and strategic financial advising. In tabular form, provide a listing aggregated by type of security, e.g., bonds (new money and refunding), COPs, bank loans, community and special assessment districts, etc., enumerating the aggregate dollar amount and number of each type of tax-exempt and taxable security issued by Georgia state and local governmental issues for which the Proposer has acted as a financial advisor since January 1, 2010. Clearly distinguish for each security types of the dollar amount and number of transactions which were competitive and negotiated. In particular, discuss relevant experience with economic development financing and public- private partnerships. Finally, identify defaulted issues for which the Proposer has acted as financial advisor, and provide an explanation of such default. e. Provide the same information as requested in (d) above, in the same format, for advisory work performed outside of the State of Georgia. f. Demonstrate the advisor’s understanding of the issuer’s financial situation, including ideas on how DeKalb County should approach financing issues such as bond structures, credit rating strategies, and investor marketing strategies. Page No. 14 Revised 11/09/2020 P&C g. Demonstrate the advisor’s knowledge of local political, economic, legal, or other issues that may affect the County’s financial plan. j. Describe the analytic capability of the Advisor and assigned individuals to the County’s program. 6. Firm References and Capacity to Serve (20 Points): NOT TO EXCEED 10 PAGES a. Responder must provide a financial statement for the last three (3) years that evidences that the responder has the financial capacity to perform the scope of work. b. Prepare tabulation presentations for the following as of the date when such information is most recently available: o Total Capital and Equity Capital (if available) o Longevity as a municipal financial advisor o Number of employees and number of whom are professional staff o Description of ownership structure and business dealings of parent companies, if any c. Provide three ( 3 ) references from three prior or existing financial advisory engagements with governmental bodies, which are comparable with the County (i.e., population base, operating and capital budget, debt outstanding, credit rating, and a similar political and geographic environment) specified herein using the Reference and Release Form (Responder) attached hereto as Attachment D. d. Responder must provide 3 references for each proposed subcontractor (LSBE and non-LSBE) for the type of work the subcontractor will be performing under the proposed subcontract using the Reference and Release Form (Subcontractor) attached hereto as Attachment E. e. Responder must list any recent (in the last three (3) years) or pending business-related litigation, including the outcome of such litigation. Identify fully the extent to which the Proposer or any of its individual partners or employees are the subject of any ongoing securities investigation (including investigations undertaken by the SEC, state blue-sky commissions, the U.S. Department of Justice and the Internal Revenue Service pursuant to IRC Section 6700), are a party to any securities litigation or arbitration, or are the subject of a subpoena in connection with a municipal securities investigation, including any investigations involving auction rate securities and bid- rigging. Include any such investigations which concluded in an enforcement or disciplinary action ordered or imposed in the last three years and a description of those actions. Also, indicate whether the Proposer has ever filed for bankruptcy and describe the circumstances. f. Disclosure of any affiliation or relationship with any broker-dealer. g. Disclosure of any finder’s fees, fee splitting, payments to consultants, or other contractual arrangements of the firm that could present a real or perceived conflict of interest. Page No. 15 Revised 11/09/2020 P&C C. Federal Work Authorization Program Contractor and Subcontractor Evidence of Compliance All qualifying contractors and subcontractors performing work with DeKalb County, Georgia must register and participate in the federal work authorization program to verify the work eligibility information of new employees. Successful responder(s) shall be required to register and participate in the federal work authorization program, which is a part of Attachment G, Sample County Contract. In order for a Proposal to be considered, it is mandatory that the Contractor Affidavit, Attachment F, be completed and submitted with responder’s proposal. VII. CRITERIA FOR EVALUATION The following evaluation criteria and the maximum points stated below will be used as the basis for the evaluation of proposals. A. Financial Advisor Methodology – 40 points B. Expertise of Assigned Personnel– 30 points C. Firm Reference and Capacity to Serve – 20 points D. Cost Proposal – 10 points E. Interviews, if granted - 10 points (Optional) Optional Interview (10 points) – bonus; The County reserves the right to conduct optional interviews with all Proposers or a short-listed group of Proposers. The Evaluation Committee may award a maximum of ten (10) points to each interviewed Responder. If the County determines that it is in its best interest to develop a short list of responders for interview, it shall be based on the following calculation: Highest Proposer Score – 10 points = Shortlisted Score (Example: 91 – 10 = 81. Any Proposer with a score of 81 or greater would be interviewed.) VIII. CONTRACT ADMINISTRATION A. Standard County Contract The attached sample contract is the County’s standard contract document (see Attachment G), which specifically outlines the contractual responsibilities. All responders should thoroughly review the document prior to submitting a proposal. Any proposed revisions to the terms or language of this document must be submitted in writing with the responder’s response to the request for proposals. Since proposed revisions may result in a proposal being rejected if the revisions are unacceptable to the County, responders should review any proposed revisions with an officer of the firm having authority to execute the contract. No alterations can be made in the contract after award by the Board of Commissioners. B. Submittal Instructions One (1) original Technical Proposal stamped “Original” and Six (6) unlocked flash drives with each flash drive containing an identical copy of the Technical Proposal (do not Page No. 16 Revised 11/09/2020 P&C include the Cost Proposal on the flash drives); and one (1) original Cost Proposal (see Section III.A. for additional instructions regarding submittal of Cost Proposal) must be submitted to the following address no later than 3:00 p.m. on August 5, 2022. DeKalb County Department of Purchasing and Contracting The Maloof Center, 2nd Floor 1300 Commerce Drive Decatur, Georgia 30030 Proposals must be clearly identified on the outside of the packaging with the responder’s name and “Request for Proposals No. 22-500623 for Financial Advisor Services on the outside of the envelope(s) or box(es). It is the responsibility of each Responder to ensure that its submission is received by 3:00 p.m. on the bid due date. The time/date stamp clock located in the Department of Purchasing & Contracting shall serve as the official authority to determine lateness of any response. The RFP opening time shall be strictly observed. Be aware that visitors to our offices will go through a security screening process upon entering the building. Responders should plan enough time to ensure that they will be able to deliver their submission prior to our deadline. Late submissions, for whatever reason, will not be evaluated. Responders should plan their deliveries accordingly. Telephone or fax bids will not be accepted. C. Questions All questions concerning the Project and requests for interpretation of the Contract may be asked and answered at the pre-bid conference; however, oral answers are not authoritative. Questions must be submitted to Cathryn Horner, via email to cghorner@ dekalbcountyga.gov, no later than close of business on July 29, 2022 with a carbon copy to Michelle Butler at mnbutler@dekalbcountyga.gov. Questions and requests for interpretation received by the Department of Purchasing and Contracting after this date will not receive a response or be the subject of addenda. D. Acknowledgment of Addenda Addenda may be issued in response to changes in the RFP. It is the responsibility of the responder to ensure awareness of all addenda issued for this solicitation. Please acknowledge the addenda and submit to the Department of Purchasing and Contracting as requested. Responder may call Cathryn Horner at 404-371-6334 or send an email to cghorner@dekalbcountyga.gov to verify the number of addenda prior to submission. Addenda issued for this project may be found on DeKalb County’s website, www.dekalbcountyga.gov/formalbids. E. Proposal Duration Proposals submitted in response to this RFP must be valid for a period of One Hundred Twenty (120) days from proposal submission deadline and must be so marked. Page No. 17 Revised 11/09/2020 P&C F. Project Director/Contract Manager The County will designate a Project Director/Contract Manager to coordinate this project for the County. The successful responder will perform all work required pursuant to the contract under the direction of and subject to the approval of the designated Project Director/Contract Manager. All issues including, payment issues, shall be submitted to the Project Director/Contract Manager for resolution. G. Expenses of Preparing Responses to this RFP The County accepts no responsibility for any expenses incurred by the responders to this RFP. Such expenses are to be borne exclusively by the responders. H. Georgia Open Records Act Without regard to any designation made by the person or entity making a submission, DeKalb County considers all information submitted in response to this invitation or request to be a public record that will be disclosed upon request pursuant to the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq., without consulting or contacting the person or entity making the submission, unless a court order is presented with the submission. You may wish to consult an attorney or obtain legal advice prior to making a submission. I. DeKalb First Local Small Business Enterprise (LSBE) Ordinance 1. It is the objective of the Chief Executive Officer and Board of Commissioners of DeKalb County to provide maximum practicable opportunity for all businesses to participate in the performance of government contracts. The current DeKalb County List of Certified Vendors may be found on the County website at http://www.dekalbcountyga.gov/purchasing/. 2. 2. It is required that all responding Responders attend the mandatory LSBE meeting within two weeks of the solicitation’s advertisement, and comply, complete and submit all LSBE forms with the Responder’s response to remain responsive. Attendance can be in person, via video conference and teleconference. Video conferencing is available through Skype/Lync. Instructions for attendance via video conference can be found on the County’s website at https://www.dekalbcountyga.gov/purchasing-contracting/dekalb-first LSBE- program. 3. For further details regarding the DeKalb First Local Small Business Enterprise Ordinance, contact the LSBE Program representative, at DeKalbFirstLSBE@dekalbcountyga.gov. J. First Source Jobs Ordinance The First Source Ordinance is a public regulation which requires contractors and beneficiaries of eligible DeKalb County projects to make a good faith effort to hire fifty (50) percent of all jobs using the First Source Registry. Beneficiaries are immediate recipients of county grants or community development block funds administered by the county of at least $50,000. Contractors Page No. 18 https://www.dekalbcountyga.gov/purchasing-contracting/dekalb-first mailto:DeKalbFirstLSBE@dekalbcountyga.gov Revised 11/09/2020 P&C include an individual or entity entering into any type of agreement with the county, funded in whole or in part with county funds. WorkSource DeKalb (WSD) maintains the First Source Registry, comprised of qualified and trained DeKalb County residents. Business Solutions Unit (BSU) is available to assist the employer with selecting the most qualified candidate by using the First Source Registry to meet the company’s hiring needs. WSD manages the First Source program through the Business Solutions Unit by assigning a specific BSU Specialist. The First Source process is conducted similarly to the BSU business service request process. The BSU Specialist works closely with employers using TALEO and BSU processes to ensure the hiring needs of the employers are met. For more information on the First Source Jobs Ordinance requirement, please contact WorkSource DeKalb at www.dekalbworksource.org or 404-687-3400. K. Business License Responder shall submit a copy of its current, valid business license with its proposal or upon award. If the responder is a Georgia corporation, responder shall submit a valid county or city business license. If the responder is not a Georgia corporation, responder shall submit a certificate of authority to transact business in the state of Georgia and a copy of its valid business license issued by its home jurisdiction. If responder holds a professional certification which is licensed by the state of Georgia, then responder shall submit a copy of its valid professional license. Any license submitted in response to this requirement shall be maintained by the responder for the duration of the contract. L. Ethics Rules Bidders are subject to the Ethics provision within the DeKalb County Purchasing Policy; the Organizational Act, Section 22A, the Code of DeKalb County; and the rules of Executive Order 2014-4. Any violations will be addressed, pursuant to these policies and rules. To the extent that the Organizational Act, Section 22A, the Code of DeKalb County, and the rules of Executive Order 2014-4 allow a gift, meal, travel expense, ticket, or anything else of value to be purchased for a CEO employee by a contractor doing business with the County, the contractor must provide written disclosure, quarterly, of the exact nature and value of the purchase to the Chief Integrity Officer, if created, or the Finance Director or his/her designee. Every contractor conducting business with the County will receive a copy of these ethical rules at the time of execution of the contract. M. Right to Audit The County shall have the right to audit all books and records, including electronic records, relating or pertaining to this contract or agreement, including but not limited to all financial and performance related records, property, and equipment purchased in whole or in part with County funds and any documents or materials which support those records, kept under the control of the Contractor, including but not limited to those kept by the Contractor's employees, agents, assigns, successors and subcontractors. The County also has the right to communicate with Contractor's employees related to the audited records. Page No. 19 Revised 11/09/2020 P&C The Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this contract and for seven (7) years after termination or expiration, including any and all renewals thereof. The books and records, together with supporting documents and materials shall be made available, upon request to the County or its designee, during normal business hours at the Contractor's office or place of business. In the event that no such location is available, then the books, records, and supporting documents shall be made available for audit at a time and location which is convenient for the County. N. Cooperative Agreement The County through the Department of Purchasing and Contracting may permit piggybacks to this contract from other city, county, local authority, agency, or board of education if the vendor will extend the same prices, terms, and conditions to the city. Piggybacking shall only be available where competition was used to secure the contract and only for a period of 12- months following entry, renewal, or extension of the contract. This provision shall not apply to any contract where otherwise prohibited or mandated by state law. IX. AWARD OF CONTRACT An evaluation committee will review and rate all proposals and shall determine if interviews are necessary. If interviews are conducted, firms will be scheduled for an oral presentation to the evaluation committee, not to exceed one hour’s duration, to respond to questions from the evaluation committee relevant to the firm’s proposal. The evaluation committee will make its recommendation for award to the DeKalb County Board of Commissioners, who will make the final decision as to award of contract. THE COUNTY RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS, TO WAIVE INFORMALITIES, AND TO RE-ADVERTISE. Sincerely, __________________________________ Cathryn Horner Chief Procurement Officer Department of Purchasing and Contracting Attachment A: Cost Proposal Form Attachment B: DeKalb County’s Debt Management Report Attachment C: Proposal Cover Sheet Attachment D: Contractor Reference and Release Form Attachment E: Subcontractor Reference and Release Form Attachment F: Contractor Affidavit Page No. 20 Revised 11/09/2020 P&C Attachment G: Sample County Contract Attachment H: LSBE Opportunity Tracking Form Attachment I: First Source Jobs Ordinance Information and Forms Page No. 21 Revised 11/09/2020 P&C ATTACHMENT A COST PROPOSAL FORM (consisting of two (2) pages) FINANCIAL ADVISOR SERVICES Responder: Please complete the attached pages of the Cost Proposal Form and return them with this cover page. The cost proposal must be submitted in a separate, sealed envelope with the Responder’s name and “Request for Proposals No. 22-500623 for Financial Advisor Services” clearly identified on the outside of the envelope. By signing this page, Responder acknowledges that he has carefully examined and fully understands the Contract, Scope of Work, and other attached documents, and hereby agrees that if his proposal is accepted, he will contract with DeKalb County according to the Request for Proposal documents. Please provide the following information: Name of Firm: ___________________________________________________________ Address: _______________________________________________________________ Contact Person Submitting Proposal: __________________________________________ Title of Contact Person: ____________________________________________________ Telephone Number: _______________________________________________________ Fax Number: _____________________________________________________________ E-mail Address: __________________________________________________________ ____________________________________ Signature of Contact Person ____________________________________ Title of Contact Person Page No. 22 Revised 02/19/2020 P&C ATTACHMENT A COST PROPOSAL FORM 1. Please explain your firm’s annual retainer and payment terms. Include contracted number of hours included in the annual retainer fee. 2. Please describe your firm’s hourly fees. Fee structure should include a brief explanation of the nature and use of the fees (research, non-transactional, etc.) as well as staffing associated with each hourly rate. 3. Please describe your firm’s transaction fees associated with debt transactions. 4. Please describe (in detail) any other fees and out of pocket expenses not detailed above, including travel reimbursement of pre-approved expenses, debt related fees, and all other proposed fees. Page No. 23 Revised 02/19/2020 P&C ATTACHMENT B DEKALB COUNTY’S DEBT MANAGEMENT REPORT Page No. 24 Outstanding Principal @ Retirement Issuer Series Type Title Original Issue 1/1/2022 Year General Obligation DeKalb County 2022 General Obligation Tax Anticipation Note (Federally Taxable) 70,000,000 70,000,000 2022 DeKalb County 2021 Loan GEFA Georgia Fund Loan 3,000,000 1,102,499 2043 DeKalb County 2021 Loan HUD Section 108 Loan 7,840,000 7,565,000 2039 DeKalb County 2019 Loan GEFA Georgia Fund Loan 6,000,000 4,139,751 2025 DeKalb County 2016 GO Refunding Special Transportation, Parks and Greenspace and Libraries Tax District 143,355,000 111,630,000 2035 Association of County Commissioners 2016 COPs DeKalb County, Georgia Public Purpose Project 12,490,000 6,535,000 2026 Association of County Commissioners 2013 COPs DeKalb County, Georgia Public Purpose Project 15,730,000 3,775,000 2023 Subtotal 258,415,000 204,747,250 Authority-Based Fulton-DeKalb Hospital Authority 2020 Revenue Certificates Revenue Certificates (Grady Surgical Center Project) 33,630,000 31,870,000 2035 DeKalb County Public Safety & Judicial Facilities Authority 2015 Revenue Refunding Public Safety and Judicial Facilities Project 36,395,000 30,590,000 2034 DeKalb County Building Authority 2015 Revenue Refunding Juvenile Justice Center Project 23,745,000 10,060,000 2025 DeKalb County Building Authority 2013 Revenue Refunding Juvenile Justice Center Project 8,795,000 2,085,000 2023 DeKalb County Urban Redevelopment Agency 2010 Revenue Federally Taxable Recovery Zone Economic Development Bond 7,945,000 4,185,000 2030 Subtotal 110,510,000 78,790,000 Water & Sewerage DeKalb County 2022 Loan WIFIA Loan 284,175,135 - 2060* DeKalb County 2020 Loan GEFA Clean Water Revolving Fund Loan 50,000,000 24,088,046 2054 DeKalb County 2020 Loan GEFA Drinking Water Revolving Fund Loan 25,000,000 9,567,994 2054 DeKalb County 2020 Loan WIFIA Loan 265,000,000 63,419,532 2059 DeKalb County 2015 Revenue Refunding Water and Sewerage Revenue Refunding Bonds 70,490,000 57,035,000 2035 DeKalb County 2013 Revenue Refunding Water and Sewerage Revenue Refunding Bonds 134,375,000 80,565,000 2035 DeKalb County 2011A Revenue Water and Sewerage Revenue Bonds 381,500,000 319,310,000 2041 DeKalb County 2010 Revenue Water and Sewerage Federally Taxable Recovery Zone Economic Development Bond 28,400,000 8,820,000 2025 DeKalb County 2006B Revenue Refunding Water and Sewerage Revenue Refunding Bonds 271,895,000 208,800,000 2035 Subtotal 1,510,835,135 771,605,572 Direct Financing/Lease Purchase Agreements DeKalb County 2021 Lease Purchase Equipment Lease Purchase Agreement 6,500,000 6,500,000 2030 DeKalb County 2020 Lease Purchase Equipment Lease Purchase Agreement 2,377,424 1,584,949 2023 DeKalb County 2020 Lease Purchase Equipment Lease Purchase Agreement 3,636,651 2,424,434 2023 DeKalb County 2020 Lease Purchase Equipment Lease Purchase Agreement 738,856 598,263 2025 DeKalb County 2019 Lease Purchase Equipment Lease Purchase Agreement 985,188 608,094 2024 DeKalb County 2016 Lease Purchase Software Lease Purchase Agreement 2,803,834 596,952 2022 Subtotal 17,041,953 12,312,692 Note: * - Loan closed on April 26, 2022. DeKalb County, GA Debt Management Report Page No. 25 Revised 02/19/2020 P&C ATTACHMENT C PROPOSAL COVER SHEET NOTE: Read all instructions, conditions, and specifications in detail before completing this Request for Proposal. Please complete and include this cover sheet with your technical proposal. Company Name Federal Tax ID# Complete Primary Address County City Zip Code Mailing Address (if different) City State Zip Code Contact Person Name and Title Telephone Number (include area code) Email Address Fax Number (include area code) Company Website Address Type of Organization (check one)  Corporation  Joint Venture Proprietorship Government Proposals for RFP No. 22-500623 for Financial Advisor Services described herein will be received in the Purchasing & Contracting Department, Room 2nd Floor, The Maloof Center, 1300 Commerce Drive, Decatur, Georgia 30030 on August 5, 2022 until 3:00 p.m. (EST). Proposals shall be marked in accordance with the RFP, Section V.B. CAUTION: The Decatur Postmaster will not deliver certified or Special Delivery Mail to specific addresses within DeKalb County Government. When sending bids or time sensitive documents, you may want to consider a courier that will deliver to specific addresses. Proposal Cover Sheet should be signed by a representative of Proposer with the authority to bind Proposer to all terms, conditions, services, and financial responsibilities in the submitted Proposal. Authorized Representative Signature(s) Title(s) Type or Print Name(s) Date Page No. 26 Revised 02/19/2020 P&C ATTACHMENT D CONTRACTOR REFERENCE AND RELEASE FORM List below at least three (3) references, including company name, contact name, address, email address, telephone numbers and contract period who can verify your experience and ability to perform the type of service listed in the solicitation. Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name REFERENCE CHECK RELEASE STATEMENT You are authorized to contact the references provided above for purposes of this RFP. Signed_______________________________________ Title___________________________ (Authorized Signature of Proposer) Company Name _____________________________________Date _____________________ Page No. 27 Revised 02/19/2020 P&C ATTACHMENT F SUBCONTRACTOR REFERENCE AND RELEASE FORM List below at least three (3) references, including company name, contact name, address, email address, telephone numbers and contract period who can verify your experience and ability to perform the type of service listed in the solicitation. Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name REFERENCE CHECK RELEASE STATEMENT You are authorized to contact the references provided above for purposes of this RFP. Signed_______________________________________ Title___________________________ (Authorized Signature of Proposer) Company Name _____________________________________Date _____________________ Page No. 28 ATTACHMENT G CONTRACTOR AFFIDAVIT By executing this affidavit, the undersigned verifies its compliance with O.C.G.A. § 13-10-91, as amended, stating affirmatively that the responder submitting a bid to DEKALB COUNTY, GA, a political subdivision of the State of Georgia, has registered with and is participating in a federal work authorization program* [any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603], in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91, as amended]. Responder’s Name Federal Work Authorization Enrollment Date BY: Authorized Officer or Agent Title of Authorized Officer or Agent of Bidder Identification Number Printed Name of Authorized Officer or Agent Address (*do not include a post office box) SUBSCRIBED AND SWORN BEFORE ME ON THIS THE _________ DAY OF ________________, 20__ Notary Public My Commission Expires: ________________________ Page No. 29 Revised 11/09/2020 P&C ATTACHMENT H SAMPLE COUNTY CONTRACT Page No. 30 AGREEMENT FOR PROFESSIONAL SERVICES DEKALB COUNTY, GEORGIA THIS AGREEMENT made as of this ____day of _____, 20___, (hereinafter called the “execution date”) by and between DEKALB COUNTY, a political subdivision of the State of Georgia (hereinafter referred to as the “County”), and ____________________, a corporation organized and existing under the laws of the State of __________, with offices in __________ __________, __________ (hereinafter referred to as “Contractor”), shall constitute the terms and conditions under which the Contractor shall provide Financial Advisor Services in DeKalb County, Georgia. WITNESSETH: That for and in consideration of the mutual covenants and agreements herein set forth, the County and the Contractor hereby agree as follows: ARTICLE I. CONTRACT TERM The Contractor shall commence the Work under this Contract within ten (10) days from the acknowledgement of receipt of the Notice to Proceed. As required by O.C.G.A §36-60-13, this Contract shall (i) terminate without further obligation on the part of the County each and every December 31st, as required by O.C.G.A. § 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Contract; (ii) automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Contract; and (iii) terminate absolutely, with no further renewals, on December 31, 2024, unless extended by Change Order adopted and approved by the DeKalb County Governing Authority and the Contractor in accordance with the terms of this Contract. The County ARTICLE III. PAYMENT As full payment for the faithful performance of this Contract, the County shall pay the Contractor, the Contract Price, which is an amount not to exceed ______________ ($__________), unless changed by written Change Order in accordance with the terms of this Contract. The term “Change Order” includes the term “amendment” and shall mean a written order authorizing a change in the Work, and an adjustment in Contract Price to Contractor or the Contract Term, as adopted and approved by the Contractor and the DeKalb County Governing Authority, or the Chief Executive Officer, if exempted from Governing Authority adoption and approval in accordance with the express terms of this Contract. The Chief Executive Officer or his/her designee shall have the authority to approve and execute a Change Order lowering the Contract Price or increasing the Contract Price up to twenty percent (20%) of the original Contract Price, provided that the total amount of the increase authorized by such Change Order is less than $100,000.00. If the original Contract or Purchase Order Price does not exceed $100,000.00, but the Change Order will make the total Contract Price exceed $100,000.00, then the Change Order will require approval by official action of the Governing Authority. Any other increase of the Contract Price shall be by Change Order adopted and approved by the DeKalb County Governing Authority and the Contractor in accordance with the terms of this Contract. Amounts paid to the Contractor shall comply with and not exceed Attachment A, the Contractor’s Cost Proposal, consisting of ______ page(s) attached hereto and incorporated herein by reference. Payment is to be made no later than thirty (30) days after submittal of undisputed invoice. Invoice(s) must be submitted as follows: Page No. 31 A. Original invoice(s) must be submitted to: DeKalb County, Georgia Attention: “Accounts Payable” 1300 Commerce Drive Decatur, Georgia 30030 B. Copy of invoice(s) must be submitted to: DeKalb County, Georgia Attention: “Chief Financial Officer” 1300 Commerce Drive Decatur, Georgia 30030 B. Upon award, Prime Contractor(s) with Local Small Business Enterprise (LSBE) Subcontractor(s) shall enter utilization reports electronically at www.dekalblsbe.info. Proof of payment to the LSBE Subcontractor must be uploaded and submitted. LSBE Subcontractors shall confirm receipt of payment from the Prime, electronically also, at www.dekalblsbe.info ARTICLE IV. STATEMENT OF WORK The Contractor agrees to provide all financial advisor services in accordance with the County’s Request for Proposals (RFP) No. 22-500623 for Financial Advisor Services, attached hereto as Appendix I and incorporated herein by reference, and the Contractor’s response thereto, attached hereto as Appendix II and incorporated herein by reference. The Contractor’s services shall include all things, personnel, and materials necessary to accomplish specific projects authorized by the County. Specific Work Authorizations will have precedence over any interpretation within the Contract. ARTICLE V. GENERAL CONDITIONS A. Accuracy of Work The Contractor shall be responsible for the accuracy of the Work and any error and/or omission made by the Contractor in any phase of the Work under this Agreement. B. Additional Work The County shall in no way be held liable for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract. The County may at any time order changes within the scope of the Work without invalidating the Contract upon seven (7) days written notice to the Contractor. The Contractor shall proceed with the performance of any changes in the Work so ordered by the County unless such change entitles the Contractor to a change in Contract Price, and/or Contract Term, in which event the Contractor shall give the County written notice thereof within fifteen (15) days after the receipt of the ordered change, and the Contractor shall not execute such changes until it receives an executed Change Order from the County. No extra cost or extension of time shall be allowed unless approved by the County and authorized by execution of a Change Order. The parties’ execution of any Change Order constitutes a final settlement of all matters relating to the change in the Work which is the subject of the Change Order. The County shall not be liable for payment for any work performed under this section which has not first been approved in writing by the County in the manner required by applicable law and/or the terms of this Contract. C. Ownership of Documents All documents, including drawings, estimates, specifications, and data are and remain the property of the County. The Contractor agrees that the County may reuse any and all plans, specifications, drawings, estimates, or any other data or documents described herein in its sole discretion without first obtaining permission of the Contractor and without any payment of any monies to the Contractor therefore. However, any reuse of the documents by the County on a different Page No. 32 http://www.dekalblsbe.info/ http://www.dekalblsbe.info/ site shall be at its risk and the Contractor shall have no liability where such documents are reused. D. Right to Audit The County shall have the right to audit all books and records, including electronic records, relating or pertaining to this contract or agreement, including but not limited to all financial and performance related records, property, and equipment purchased in whole or in part with County funds and any documents or materials which support those records, kept under the control of the Contractor, including but not limited to those kept by the Contractor’s employees, agents, assigns, successors and subcontractors. The County also has the right to communicate with Contractor’s employees related to the audited records. The Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this contract and for seven (7) years after termination or expiration, including any and all renewals thereof. The books and records, together with supporting documents and materials shall be made available, upon request to the County or its designee, during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the books, records, and supporting documents shall be made available for audit at a time and location which is convenient for the County. E. Successors and Assigns The Contractor agrees it shall not sublet, assign, transfer, pledge, convey, sell, or otherwise dispose of the whole or any part of this Contract or his right, title, or interest therein to any person, firm, or corporation without the previous written consent of the County. If the County consents to any such assignment or transfer, then the Contractor binds itself, its partners, successors and assigns to all covenants of this Contract. Nothing contained in this Contract shall create, nor be interpreted to create privity, or any other relationship whatsoever, between the County and any person, or entity or than Contractor. F. Reviews and Acceptance Work performed by the Contractor shall be subject to review and acceptance in stages as required by the County. Acceptance shall not relieve the Contractor of its professional obligation to correct, at his own expense, any errors in the Work. G. Termination of Agreement The Contractor understands and agrees that the date of the beginning of Work, rate of progress, and time for completion of the Work are essential conditions of this Contract. The County may, for its own convenience and at its sole option, without cause and without prejudice to any other right or remedy of County, elect to terminate the Contract by delivering to the Contractor, at the address listed in the Notices article of this Contract, a written notice of termination specifying the effective date of termination. Such notice shall be delivered to Contractor at least thirty (30) days prior to the effective date of termination. If Contractor’s services are terminated by the County, the termination will not affect any rights or remedies of the County then existing or which may thereafter accrue against Contractor or its surety. In case of termination of this Contract before completion of the Work, Contractor will be paid only for the portion of the Work satisfactorily performed through the effective date of termination as determined by the County. Neither party shall be entitled to recover lost profits, special, consequential or punitive damages, attorney’s fees or costs from the other party to this Contract for any reason whatsoever. This Contract shall not be deemed to provide any third-party with any remedy, claim, right of action, or other right. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract. H. Indemnification Agreement The Contractor shall be responsible from the execution date or from the time of the beginning of the Work, whichever shall be the earlier, for all injury or damage of any kind resulting from the Work, to persons or property, including employees and property of the County. The Contractor shall exonerate, indemnify, and save harmless the County, its elected officials, officers, employees, agents and servants, hereinafter collectively referred to in this Section as “the County Indemnitees,” from and against all claims or actions based upon or arising out of any damage or injury (including without limitation any injury or death to persons and any damage to property) caused by or sustained in connection with the performance of this Contract or by conditions created Page No. 33 thereby or arising out of or any way connected with Work performed under this Contract, as well as all expenses incidental to the defense of any such claims, litigation, and actions. Furthermore, Contractor shall assume and pay for, without cost to the County Indemnitees, the defense of any and all claims, litigation, and actions suffered through any act or omission of the Contractor, or any Subcontractor, or anyone directly or indirectly employed by or under the supervision of any of them. Notwithstanding any language or provision in this Contract, Contractor shall not be required to indemnify any County Indemnitee against claims, actions, or expenses based upon or arising out of the County Indemnitee’s sole negligence. As between the County Indemnitees and the Contractor as the other party, the Contractor shall assume responsibility and liability for any damage, loss, or injury, including death, of any kind or nature whatever to person or property, resulting from any kind of claim made by Contractor’s employees, agents, vendors, Suppliers or Subcontractors caused by or resulting from the performance of Work under this Contract, or caused by or resulting from any error, omission, or the negligent or intentional act of the Contractor, vendors, Suppliers, or Subcontractors, or any of their officers, agents, servants, or employees. The Contractor shall defend, indemnify, and hold harmless the County Indemnitees from and against any and all claims, loss, damage, charge, or expense to which they or any of them may be put or subjected by reason of any such damage, loss, or injury. The Contractor expressly agrees to provide a full and complete defense against any claims brought or actions filed against the County Indemnitees, where such claim or action involves, in whole or in part, the subject of the indemnity contained in this Contract, whether such claims or actions are rightfully or wrongfully brought or filed. The County has the sole discretion to choose the counsel who will provide the defense. No provision of this Contract and nothing herein shall be construed as creating any individual or personal liability on the part of any elected official, officer, employee, agent or servant of the County, nor shall the Contract be construed as giving any rights or benefits hereunder to anyone other than the parties to this Contract. The parties’ obligations pursuant to this Section shall survive any acceptance of Work, or termination or expiration of this Contract. I. Insurance Prior to commencing work, Contractor shall, at its sole expense, procure and maintain insurance of the types and in the amounts described below from insurer(s) authorized to transact business in the state where the work or operations will be performed by Contractor. Such insurance shall be placed with admitted insurers that maintain an A.M. Best's rating of not less than “A” (Excellent) with a Financial Size Category of VII or better with coverage forms acceptable to Contractor. The insurance described below shall be maintained uninterrupted for the duration of the project, including any warranty periods, and shall protect Contractor, and others as required by contract, for liabilities in connection with work performed by or on behalf of Contractor, its agents, representatives, employees or Contractors. 1. Certificates of Insurance in companies doing business in Georgia and acceptable to the County covering: (a) Statutory Workers’ Compensation Insurance, or proof that Contractor is not required to provide such coverage under State law; (1) Employer’s liability insurance by accident, each accident $1,000,000 (2) Employer’s liability insurance by disease, policy limit $1,000,000 (3) Employer’s liability insurance by disease, each employee $1,000,000 (b) Professional Liability Insurance on the Contractor’s services in this Agreement with limit of $1,000,000; (c) Commercial General Liability Insurance covering all operations with combined single limit of $1,000,000; (d) Comprehensive Automobile Liability Insurance with form coverage for all owned, non-owned and hired vehicles with combined single limit of $1,000,000. (e) Umbrella or Excess Insurance. Umbrella or excess insurance is to be provided Page No. 34 with General Liability, Auto Liability and Employers Liability scheduled as underlying policies with limits not less than the following: $5,000,000 per occurrence $5,000,000 aggregate 2. Additional Insured Requirement: (a) The County, its elected officials, officers, employees and agents, hereinafter referred to in this article and in the article entitled “Certificates of Insurance” as “the County and its officers” are to be named as additional insured on all policies of insurance except worker’s compensation insurance with no cross suits exclusion. The County and its officers shall be included as additional insureds under commercial general liability and commercial umbrella insurance, for liabilities arising out of both the ongoing and completed operations of Contractor. Such additional insured coverage shall be endorsed to Contractor’s policy by attachment of ISO Additional Insured Endorsement forms CG 20 10 10 01 (ongoing operations) and CG 20 37 10 01 (products-completed operations), or form(s) providing equivalent coverage. (b) All coverages required of the Contractor will be primary over any insurance or self-insurance program carried by the County. (c) If the Contractor is a joint venture involving two (2) or more entities, then each independent entity will satisfy the limits and coverages specified here or the joint venture will be a named insured under each respective policy specified. 3. Fidelity Bond coverage shall be provided. Coverage limits shall not be less than the amount scheduled in the contract. 4. Certificates of Insurance must be executed in accordance with the following provisions: (a) Certificates to contain policy number, policy limits, and policy expiration date of all policies issued in accordance with this Agreement; (b) Certificates to contain the location and operations to which the insurance applies; (c) Certificates to contain Contractor’s protective coverage for any subcontractor’s operations; (d) Certificates to contain Contractor’s contractual liability insurance coverage; (e) Certificates are to be issued to: DeKalb County, Georgia Director of Purchasing & Contracting The Maloof Center, 2nd Floor 1300 Commerce Drive Decatur, Georgia 30030 5. The Contractor shall be wholly responsible for securing certificates of insurance coverage as set forth above from all subcontractors who are engaged in this work. 6. The Contractor agrees to carry statutory Workers’ Compensation Insurance and to have all subcontractors likewise carry statutory Workers’ Compensation Insurance. 7. Contractor agrees to waive all rights of subrogation and other rights of recovery against the County and its officers and shall cause each Subcontractor to waive all rights of subrogation for all coverage, excluding Professional E&O. 8. Failure of the County to demand such certificate or other evidence of full compliance Page No. 35 with these insurance requirements or failure of the County to identify a deficiency from evidence provided will not be construed as a waiver of the Contractor’s obligation to maintain such coverage. Contractor understands and agrees that the purchase of insurance in no way limits the liability of the Contractor. 9. Certificates shall state that the policy or policies shall not expire, be cancelled or altered without at least sixty (60) days prior written notice to the County. Policies and Certificates of Insurance listing the County and its officers as additional insureds (except for workers’ compensation insurance) shall conform to all terms and conditions (including coverage of the indemnification and hold harmless agreement) contained in this Contract. 10. If the County shall so request, the Contractor will furnish the County for its inspection and approval such policies of insurance with all endorsements, or confirmed specimens thereof certified by the insurance company to be true and correct copies. Contractor shall be responsible and have the financial wherewithal to cover any deductibles or retentions included on the certificate of insurance. J. Georgia Laws Govern The laws of the State of Georgia shall govern the construction of this Contract without regard for conflicts of laws. Should any provision of this Contract require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party, by reason of the rule of construction, that a document is to be construed more strictly against the party who itself or through its agent prepared same; it being agreed that the agents of all parties have participated in the preparation hereof, and all parties have had an adequate opportunity to consult with legal counsel. In interpreting this Contract in its entirety, the printed provisions of this Contract, and any additions written or typed hereon, shall be given equal weight, and there shall be no inference by operation of law or otherwise; that any provision of this Contract shall be construed against either party hereto. K. Venue This Agreement shall be deemed to have been made and performed in DeKalb County, Georgia. For the purposes of venue, all suits or causes of action arising out of this Agreement shall be brought in the courts of DeKalb County, Georgia. L. Contractor and Subcontractor Evidence of Compliance; Federal Work Authorization Pursuant to O.C.G.A. §13-10-91, the County cannot enter into a contract for the physical performance of services unless the Contractor, its Subcontractor(s) and sub-subcontractor(s), as that term is defined by state law, register and participate in the Federal Work Authorization Program to verify specific information on all new employees. Contractor certifies that it has complied and will continue to comply throughout the Contract Term with O.C.G.A. §13-10-91 and any related and applicable Georgia Department of Labor Rule. Contractor agrees to sign an affidavit evidencing its compliance with O.C.G.A. §13-10-91. The signed affidavit is attached to this Contract as Attachment B. Contractor agrees that in the event it employs or contracts with any Subcontractor(s) in connection with this Contract, Contractor will secure from each Subcontractor an affidavit that certifies the Subcontractor’s current and continuing compliance with O.C.G.A. §13-10-91 throughout the Contract Term. Any signed Subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment C. Each Subcontractor agrees that in the event it employs or contracts with any sub-subcontractor(s), each Subcontractor will secure from each sub-subcontractor an affidavit that certifies the sub-subcontractor’s current and continuing compliance with O.C.G.A. §13-10-91 throughout the Contract Term. Any signed sub-subcontractor affidavit(s) obtained in connection with this Contract shall be attached hereto as Attachment D. M. County Representative The County may designate a representative through whom the Contractor will contact the County. In the event of such designation, said representative shall be consulted and his written recommendation obtained before any request for extra work is presented to Page No. 36 the County. Payments to the Contractor shall be made only upon itemized bill submitted to and approved by said representative. N. Contractor’s Status The Contractor will supervise and direct the Work, including the Work of all Subcontractors. Only persons skilled in the type of work which they are to perform shall be employed. The Contractor shall, at all times, maintain discipline and good order among his employees, and shall not employ any unfit person or persons or anyone unskilled in the work assigned him. The relationship between the County and the Contractor shall be that of owner and independent contractor. Other than the consideration set forth herein, the Contractor, its officers, agents, servants, employees, and any Subcontractors shall not be entitled to any County employee benefits including, but not limited to social security, insurance, paid annual leave, sick leave, worker's compensation, free parking or retirement benefits. All services provided by Contractor shall be by employees of Contractor or its Subcontractors and subject to supervision by Contractor. No officer or employee of Contractor or any Subcontractor shall be deemed an officer or employee of the County. Personnel policies, tax responsibilities, social security payments, health insurance, employee benefits and other administrative policies, procedures or requirements applicable to the Work or services rendered under this Contract shall be those of the Contractor, not the County. O. Georgia Open Records Act Contractor shall comply with the applicable provisions of the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq. P. First Source Jobs Ordinance and Preferred Employees The Contractor is required to comply with the DeKalb County First Source Jobs Ordinance, Code of DeKalb County as Revised 1988, section 2-231 et seq., and among other things, is required to make a good faith effort to hire DeKalb County residents for at least fifty percent 50% of all jobs created by an Eligible Project, as that term is defined in the First Source Ordinance, using the First Source Registry. Contractors, subcontractors, and independent contractors bidding on this contract will be encouraged by DeKalb County to have 25% or more of their labor forces for this project consist of Preferred Employees selected from the First Source Registry. The First Source Registry has Preferred Employees trained by U.S. Department of Labor registered apprenticeship programs and other partners. For information on Preferred Employees, please contact the DeKalb County Workforce Development by telephone at 404-687-3417 or 404-687-7171or in person at 320 Church Street, Decatur, GA 30030. Q. Business License Contractor shall submit a copy of its current, valid business license with this Contract. If the Contractor is a Georgia corporation, Contractor shall submit a valid county or city business license. If Contractor is a joint venture, Contractor shall submit valid business licenses for each member of the joint venture. If the Contractor is not a Georgia corporation, Contractor shall submit a certificate of authority to transact business in the state of Georgia and a copy of its current, valid business license issued by its home jurisdiction. If Contractor holds a professional license, then Contractor shall submit a copy of the valid professional license. Failure to provide the business license, certificate of authority, or professional license required by this section, may result in the Contract being terminated. Contractor shall ensure that any insurance, license, permit or certificate submitted in response to the County’s RFP or as part of the Contract shall be current and valid when submitted, and shall remain valid, current and maintained in good standing for the Contract Term. R. Sole Agreement This Contract constitutes the sole contract between the County and the Contractor. The terms, conditions, and requirements of this Contract may not be modified, except by Change Order. No verbal agreement or conversation with any officer, agent, or employee of the County, either before or after the execution of the Contract, shall affect or modify any of the terms or obligations herein contained. No representations, oral or written, shall be binding on the parties unless expressly incorporated herein. No Change Order shall be enforceable unless approved by official action of the County as provided by law or in this Contract. S. Attachments and Appendices This Contract includes the following Attachments and Appendices all of which are incorporated herein by reference: Attachment A, Contractor’s Cost Page No. 37 Proposal; Appendix I, County’s RFP; Appendix II, Contractor’s Response; Attachment B, Contractor’s Affidavit; Attachment C, Subcontractor’s Affidavit(s); Attachment D, Sub- subcontractor’s Affidavit(s); and Attachment E, Certificate of Corporate Authority or Joint Venture Certificate. T. Severability If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. U. Notices Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent to the County’s Chief Executive Officer and the Executive Assistant or to the Contractor or his authorized representative on the work site by (a) registered or certified United States mail, return receipt requested, postage prepaid, (b) personal delivery, or (c) overnight courier service. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than fourteen days before such notice is sent. Future changes in address shall be effective upon written notice being given by the Contractor to the County’s Executive Assistant or by the County to the Contractor’s authorized representative via certified first class U.S. mail, return receipt requested. Such notices will be addressed as follows: If to the County: Chief Executive Officer 1300 Commerce Drive, 6th Floor Decatur, GA 30030 and Executive Assistant 1300 Commerce Drive Decatur, Georgia 30030 With a copy to: Chief Procurement Officer 1300 Commerce Drive, 2nd Floor Decatur, Georgia 30030 With a copy to: Chief Financial Officer 1300 Commerce Drive Decatur, Georgia 30030 If to the Contractor: ____________________, ____________________ _________________________ ____________________ _________________________ V. Counterparts This Contract may be executed in several counterparts, each of which shall be Page No. 38 deemed an original, and all such counterparts together shall constitute one and the same Contract. W. Controlling Provisions The Contract for this Project shall govern the Work. If any portion of the Contract shall be in conflict with any other portion, the various documents comprising the Contract shall govern in the following order of precedence: Contract, Change Orders or modifications issued after execution of the Contract; the provisions of the County’s RFP; and the Contractor’s Response thereto. [SIGNATURES CONTINUE ON NEXT PAGE] Page No. 39 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in three counterparts, each to be considered as an original by their authorized representative. ______________________________ By: (SEAL) Signature Name (Typed or Printed) Title Federal Tax I.D. Number Date ATTEST: Signature Name (Typed or Printed) Title DEKALB COUNTY, GEORGIA by Dir.(SEAL) MICHAEL L. THURMOND Chief Executive Officer DeKalb County, Georgia Date ATTEST: BARBARA H. SANDERS, CCC, CMC Clerk of the Chief Executive Officer and Board of Commissioners of DeKalb County, Georgia APPROVED AS TO SUBSTANCE: Department Director APPROVED AS TO FORM: County Attorney Signature County Attorney Name (Typed or Printed) Page No. 40 ATTACHMENT A Contractor’s Cost Proposal Page No. 41 The County’s Request for Proposals (RFP) No.22-500623 APPENDIX I Page No. 42 “Excerpts from the Contra