REQUEST FOR PROPOSAL FOR BOND UNDERWRITING SERVICES

Transcription

1 REQUEST FOR PROPOSAL FOR BOND UNDERWRITING SERVICES DEPARTMENT OF FINANCE NORTHEAST OHIO REGIONAL SEWER DISTRICT RFP ISSUE DATE June 3, 2010 PROPOSAL SUBMITTAL DEADLINE June 22, :00 P.M.

2 Announcement Request for Proposal By way of this Request for Proposal, the Northeast Ohio Regional Sewer District ( NEORSD or the District ) is requesting statements of qualifications from firms to provide bond underwriting and investment banking services to the District. After reviewing and evaluating the statements of qualifications submitted, the District expects to select a number of firms (yet to be determined) to serve as senior managing underwriter or co managing underwriter on debt offerings of the District for a period commencing after the conclusion of the selection process and running for a period of three years. Responses to this RFP are due at the offices of the District no later than 3:00 P.M. on June 22, Submissions received after this deadline will be returned unopened. Five hard copies of the proposal must be received by the deadline at the following address: Jennifer Demmerle Director of Finance Northeast Ohio Regional Sewer District 3900 Euclid Avenue Cleveland, OH Two additional hard copies should be delivered to the District s financial advisor at the following address: Bradford M. Sprague Principal PRISM Municipal Advisors 1636 Sherborne Lane Powell, OH In addition to the hard copy submissions, respondents should submit a copy of their proposal electronically in PDF format to the following e mail addresses prior to the deadline: demmerlej@neorsd.org brad@prismadv.com ron.shankman@hotmail.com jim@prismadv.com RFP for Underwriting Services NEORSD page 2

3 SECTION 1 OVERVIEW OF THE DISTRICT GENERAL BACKGROUND The Northeast Ohio Regional Sewer District is an independent political subdivision of and organized under the laws of the State of Ohio, specifically Chapter 6119 of the Ohio Revised Code. Originally named the Cleveland Regional Sewer District, NEORSD was created by an Order of the Cuyahoga County Court of Common Pleas in 1972 for the purpose of assuming the operation and maintenance of certain wastewater collection and treatment facilities serving the Cleveland metropolitan area. The initial Court Order provided that the District would acquire the treatment plants and intercepting sewers from Cleveland and that in return the District would make an equitable equalization payment to Cleveland to provide ownership participation for suburban users. Prior to 1972, these facilities were owned and operated by the City of Cleveland. In 1979, the name of the District was changed to the Northeast Ohio Regional Sewer District. For rate setting and financing purposes, the Court divided the District into two subdistricts. Subdistrict 1 includes all of the service area within Cleveland; Subdistrict 2 includes all of the area served in suburban communities. The Court stipulated that operating expenses would be shared uniformly throughout the District, but that the capital costs for the construction of some of the then proposed intercepting sewers would be allocated to the appropriate Subdistrict. Thereafter, costs for other projects were to be shared uniformly. The cost of the equitable equalization payment was allocated entirely to Subdistrict 2 and continues until the year The operations of the District are accounted for as an Enterprise Fund. The District s existing service area covers approximately 350 square miles. The District encompasses 97% of the City of Cleveland and all or portions of 60 suburban communities in Cuyahoga and Summit Counties. The area contains a residential service population in excess of one million and includes a diverse group of service, information, biotechnology, manufacturing and processing industries. The District treats more wastewater than any other wastewater treatment system in the State of Ohio. The District is governed by its Board of Trustees. The Board consists of seven members, each of whom serves a five year term and who are appointed as follows: (i) two by the Mayor of the City of Cleveland; (ii) two by a council of governments (the Suburban Council) comprised of representatives of all of the suburban communities served by the system; (iii) one by the Board of County Commissioners of Cuyahoga County; (iv) one by the appointing authority of the RFP for Underwriting Services NEORSD page 3

4 subdistrict with the greatest sewage flow; and (v) one by the appointing authority of the subdistrict with the greatest population. THE WASTEWATER TREATMENT SYSTEM The District owns and operates three wastewater treatment plants, interceptor sewers and other wastewater and stormwater facilities to minimize the amount of pollution entering Lake Erie and the Cuyahoga River: the principal waterways in the Cleveland metropolitan area. The three wastewater treatment plants are referred to as the Easterly, Southerly and Westerly Wastewater Treatment Plants. Upgrades and modifications to the treatment plants and interceptor sewer system have resulted in measurable improvements in the quality of these receiving waters since the inception of the District. The Easterly Wastewater Treatment Plant is located on the northeast side of the City of Cleveland between Lakeshore Boulevard and Lake Erie at East 140 th Street on approximately 110 acres. The Easterly service area encompasses approximately 42,000 acres in 16 communities. Easterly s design flow is 155 MGD with 330 MGD peak flow capacity. The Southerly Wastewater Treatment Plant is located on the southern side of the Cleveland metropolitan area in the City of Cleveland Heights on Canal Road between East 49 th and Interstate 77. Situated on 277 acres, it has the largest service area of the three treatment plants. Treated wastewater is discharged into the Cuyahoga River. Southerly s design flow is 175 MGD with 400 MGD peak flow capacity. The plant treats wastewater and stormwater from most of the southern half of Cuyahoga County and parts of northern Summit County. The Westerly Wastewater Treatment Plant is situated on a 14 acre site on the northwest side of the City of Cleveland adjacent to Edgewater Park on the shores of Lake Erie. Westerly serves the smallest area of the three treatment plants: approximately 4,900 acres. Westerly s design flow is 35 MGD with a peak flow capacity of 70 MGD. A combined sewer overflow facility located adjacent to the plant provides treatment for CSO flows up to 300 MGD. THE WASTEWATER COLLECTION SYSTEM In addition to the operation of the three wastewater treatment plants discussed above, the District is responsible for a variety of related wastewater facilities and projects. The facilities all interact to provide conveyance and treatment for the Cleveland metropolitan area. The District currently owns, operates and maintains miles of sewer including large diameter tunnels and interceptors, intercommunity relief sewers, and CSO related pipes. Since 2004, the District has constructed or acquired an additional 56.4 miles of sewer. It is estimated RFP for Underwriting Services NEORSD page 4

5 that the District will construct an additional 25 miles of sewer and potentially acquire an additional miles of sewer by In addition to the sewers, the District currently owns, operates and maintains approximately 4,400 structures (e.g.: manholes, regulators, flow dividers, flow meters, level monitors, rain gauges, hydrobrakes, floatable control facilities, and odor control facilities) within the collection system. This is an increase of approximately 1,200 structures since The current number could substantially increase in the future with the increase of sewer ownership. The District currently operates seven wastewater pump stations. The stations are Dille Avenue, Jennings Road, Division Avenue, Euclid Creek, Broadway, Big Creek, and Barberton Creek. This year, the District will operate another pump station, Flats East Bank. The District has responsibility for Combined Sewer Overflow (CSO) control facilities within its service area. The District holds an NPDES permit for the 126 CSO s and is required to meet the requirements of capital improvement projects to significantly reduce the amount of overflow during rain storms. DEBT PROFILE NEORSD has incurred limited revenue bond indebtedness. The District has only two series of Wastewater Improvement Revenue Bonds outstanding: Series 2005 and Series The Series 2005 Bonds refunded previously outstanding debt and the Series 2007 Bonds financed infrastructure improvements of the District. The Series 2005 Bonds have a final maturity in 2016, and the bonds are not callable. The Series 2007 Bonds have a final maturity in 2037 and are callable at par in The total principal amount of bonds currently outstanding is $170,790,000. The outstanding revenue bonds of the District currently carry long term ratings of Aa1/AA from Moody s and S&P respectively. The District has funded the vast majority of its capital improvements through loans from the Ohio EPA and Ohio Water Development Authority. Currently, the Water Pollution Control Loan Fund (WPCLF) administered by OWDA provides very competitive rates for periods up to 20 years, and the District intends to continue to access this source of permanent financing for significant portions of its financing needs. Exhibit A to this RFP presents summary information on the District s outstanding bonds and outstanding loans from OWDA as of 12/31/2009. The District has issued no new bonds since that date. Additional WPCLF loans have been entered into this year. The WPCLF outstanding balance changes constantly. The District believes that the snapshot presented in Exhibit A presents a representative picture of the District s debt profile for purposes of this RFP. RFP for Underwriting Services NEORSD page 5

6 CAPITAL IMPROVEMENT PROGRAM In the next five years the District plans to spend over $1 billion to support both regulatory improvements associated with the Districts Combined Sewer Overflow Long Term Control Plan as well as renewal and replacement needs of the District s three wastewater treatment plans. While the District has not yet made a final decision concerning the percentage of its capital program that will be funded with revenue bonds, WPCLF loans or cash, it expects total borrowing to approach $300,000,000 in 2010 and $300,000,000 in The District intends to work with its financial advisor and underwriting team in determining the optimal mix of funding sources. ADDITIONAL INFORMATION Additional information about the Northeast Ohio Regional Sewer District may be found on its web site at The District s 2008 Comprehensive Annual Financial Report and its Strategic Plan are available on the web site. The 2009 CAFR is not yet available in either hard copy or electronic mode. TERM OF ASSIGNMENT SECTION 2 GENERAL RULES GOVERNING RFP PROCESS The District expects to select a pool of underwriting firms to work with it for a period of three years. The District will, on a deal by deal basis, select firms from the pool to serve in the role of either senior manager or co manager. The District can give no assurances that every firm in the pool will serve as senior or co manager during the Term of Assignment. The District will consult with its financial advisor on a deal by deal basis to select the firm best equipped to serve as senior manager and in determining the number of co managers that will participate in each transaction. The formation of the pool does not preclude the District from selling its bonds or notes in the competitive market if market conditions dictate that the competitive format is in the District s best interest. PUBLIC RECORDS Responses to this RFP are the property of the District and will be considered public records. Responses that are labeled confidential or that contain information identified as confidential will not be considered by the District. RFP for Underwriting Services NEORSD page 6

7 SCOPE OF SERVICES Representative services that the underwriter will be expected to provide during the term of this appointment include, but are not limited to, the following: 1. Underwrite wastewater improvement revenue bonds on an as needed basis. The District expects to issue one series of such bonds in 2010 and a subsequent series in Assist in preparation, printing and dissemination of the preliminary and final official statement and other necessary disclosure documents. 3. Assist in the preparation of rating agency presentations to ensure that the District s credit is being presented accurately and completely. The senior manager will be expected to accompany the District and its advisors to any rating meetings. 4. Assume primary responsibility for all activities associated with marketing of securities including the development and execution of a suitable marketing plan. 5. Assist in the preparation and evaluation of alternative financing scenarios. This will include comparing and contrasting traditional taxexempt bonds with taxable Build America Bonds. 6. Assist in the preparation and execution of closing documents associated with any financing. 7. Provide post sale and other related services as required. COMPENSATION Underwriter compensation shall be negotiated on a deal by deal basis and such negotiations will include District management, the District s financial advisor and the preferred senior managing underwriter candidate. Fee levels will be largely dependent upon market conditions at the time of sale and the complexity and size of the specific bond issue under consideration. If negotiations are not successfully completed with the preferred senior manager candidate, the District and its advisors will commence negotiations with other qualified firms participating in the underwriting pool. RFP for Underwriting Services NEORSD page 7

8 SELECTION PROCESS All proposals will be reviewed by a Selection Committee consisting of senior members of the District s administrative staff and the District s financial advisor. All proposals will be evaluated based upon the technical and professional expertise and experience of the firm. The Selection Committee will consider, but not be limited to, the following in its review of responses to this RFP. 1. Qualifications and experience of the personnel that would be assigned to the District. 2. Demonstrated proficiency in managing large revenue bond programs for entities comparable to NEORSD. 3. Proven ability to market tax exempt and taxable bonds in both the local, national and international marketplaces. 4. Presence and commitment to public finance in both the State of Ohio and the Cleveland area specifically. 5. Experience and success with significant Build America Bond programs. 6. Presentation of innovative or unique ideas or products that would benefit the District. 7. Comprehensiveness of responses to RFP questions and ability to be concise and understandable. The Selection Committee intends to make an initial determination of the finalists for the assignment based exclusively upon the written responses, but the final selections will be based upon the quality of the RFP response coupled with the quality of any interview with the finalists. RFP for Underwriting Services NEORSD page 8

9 SUPPLEMENTAL INFORMATION The District will provide supplemental information or clarification to Proposers through the following process: 1. Requests must be submitted in writing via U.S. mail or e mail to the District on later than 4:00 p.m. on June 10 at the following location: Jennifer Demmerle Director of Finance NEORSD 3900 Euclid Avenue Cleveland, OH demmerlej@neorsd.org 2. The District will respond in writing to each request for supplemental information or clarification. The District may also choose to not respond to specific requests if it feels that the information request will not substantively improve the quality of the proposals. 3. The District s responses, if any, will be distributed no later than June The District s responses will be shared with all parties that receive a copy of this RFP. GENERAL TERMS AND CONDITIONS 1. All responses should be straightforward and concise and directly address the questions posed in Section 3 hereof. Emphasis should be placed on completeness and clarity of content. The District is not imposing a specific page limitation on proposals, but concise responses are strongly encouraged. 2. Proposers and their agents and/or associates shall refrain from soliciting any member of the Board or Administration regarding this RFP during the selection process. Failure to comply with this provision may result in disqualification of the proposer. 3. The District reserves the right to reject any or all proposals received and to waive any informalities or irregularities in such proposals. 4. The District will not accept joint proposals. RFP for Underwriting Services NEORSD page 9

10 5. Affirmative Action: During the performance of the services contemplated by this RFP, the proposer shall not discriminate against any employee or applicant for employment because of age, race, color, religion, sex or national origin. 6. Proposal Preparation Costs: All costs of preparing and submitting a proposal pursuant to this RFP shall be the sole and complete responsibility of the proposer. Submission of a proposal shall not obligate the District to pay any of the costs of preparation, interview or subsequent negotiations. 7. Modification of Proposals: A proposer may modify its proposal in writing and submit the properly marked modification in the same manner as the original proposal was submitted. Such modification must be signed by the proposer and be submitted in a sealed envelope and properly marked. Any such modification must be received by the District prior to the submission deadline. 8. Notice of Award: The District shall issue a letter indicating its intent to select the successful proposer(s) as members of the underwriting pool. 9. Contract: This RFP is not and shall not be construed as an offer of a contract by the District, and selection for participation in the underwriting pool will not constitute a commitment by the District to enter into a contract. Any contractual arrangement for underwriting services will be evidenced solely by a separate note or bond purchase agreement authorized and executed by the District on a deal by deal basis and executed at the time of sale. The District gives no assurances that any or all firms in the underwriting pool will be awarded a Bond or Note purchase agreement during the Term of Agreement, and it provides no assurances that any or all firms in the pool will participate in any transaction. 10. Taxes: The successful proposer shall pay all taxes lawfully imposed on it with respect to any product of service in accordance with this RFP. The District is exempt from State sales or use taxes. RFP for Underwriting Services NEORSD page 10

11 SCHEDULE OF EVENTS The District expects to adhere to the schedule presented below although some deviations may be expected depending upon the availability of members of the Selection Committee. 1. RFP Distribution June 3 2. Deadline for Requests for Supplemental Information June Responses, if any, to Information Requests Distributed June Proposal Submissions Due June Interviews of Finalists (week of) June Evaluation Complete and Team Selected July 7 SECTION 3 PROPOSAL CONTENT Proposals must contain the following information presented in the sequence requested. All questions must be answered in order for the proposal to be considered. A. EXECUTIVE SUMMARY The Executive Summary should briefly highlight the qualifications presented in the balance of the proposal and should reference the appropriate materials presented in the body of the proposal. The Summary should include the name, telephone number and e mail address of one or more persons to contact for additional information. The Executive Summary should not exceed two pages in length. B. GENERAL INFORMATION All Proposers must provide answers to the questions below. Any tabular information supporting the responses to the questions may be included in an Appendix to the proposal: 1. Proposer Information: Please provide the following information concerning the Proposer: Legal name and organizational status of the Proposer. Number of years that the Proposer has been in business. Types of services provided by the Proposer. RFP for Underwriting Services NEORSD page 11

12 Description of the Proposer s involvement in Ohio public finance. Location of Ohio offices and types of business conducted from those offices. Ohio and national senior manager and co manager underwriter rankings for 2008 and National senior and co manager underwriter rankings for water and sewer utility bonds for 2008 and Proposed Financing Team: List the individuals who will be responsible for providing services to the District. Designate the individual who will be the team leader and describe that person s experience and qualifications. Please provide 3 to 5 references that can speak to the Proposer s performance as an underwriter on transactions similar to the program contemplated by the District. At least two of those references should speak to the performance of the team leader designated in response to this question. 3. Recent Engagements: Provide a listing of recent underwriting engagements undertaken on behalf of similar clients that demonstrate the Proposer s ability to serve as senior or co manager to the District. Provide up to three case studies which you feel support your position. 4. Build America Bonds: Discuss your experience with the recently created Build America Bond program. How have you seen the market evolve since the creation of the program? What target market does your firm focus upon in its sales efforts on Build America Bond programs? Do you believe that an extraordinary call provision should be included in Build America Bonds to be exercised in the event that the federal government ceases subsidy payments in the future? Does the market penalize the issuer for such call provisions? What type of optional redemption provision do you typically include in your Build America Bonds (make whole or traditional municipal call)? Which alternative would you recommend to the District, and what price do you affix to a traditional municipal call? Is the market demanding an underwriter s spread on Build America Bonds that differs from what is typically seen on traditional tax exempt issues? C. EXPERTISE AND DISTRICT SPECIFIC INFORMATION All Proposers must provide answers to the questions below. Any tabular information supporting the responses to the questions may be included in an Appendix to the proposal: RFP for Underwriting Services NEORSD page 12

13 1. Underwriting Rules: Assuming a bond sale of $300,000,000, how many comanagers do you feel should be included to optimize the distribution effort? What characteristics should the District be seeking in its selection of comanagers? What priority of orders do you advocate? Do you advocate an extended retail order period and why? If net designated orders are included in the priority of orders hierarchy, what rules should govern designations? How should liability be shared among the senior manager and the balance of the management team? Should management fee be shared by all of the underwriters or should that fee be shared by a subset of the underwriting team? If your responses to any of the above questions are different for Build America Bonds, please stipulate. 2. Interest Rate Scale: Please present an interest rate scale for a tax exempt sale and a Build America Bond sale as of the close of business on June 15. Assume a final maturity in 30 years. For the BAB scale, please indicate the treasury security being used as the benchmark for each maturity and the spread to that security that you would expect for NEORSD. In what year does it become advantageous to employ the Build America product? 3. Structural Issues: Based upon the District s current debt portfolio presented in Exhibit A, what suggestions do you feel would be appropriate for the District to consider as it begins to structure its next bond offering? What factors should be taken into consideration in deciding whether to seek Water Pollution Control Loan Fund financing through the OWDA or selling revenue bonds in the open market? 4. Market Timing: The District has some flexibility in the timing of its next bond sale ranging from September December. Based upon current and expected market conditions and the current status of the BAB authorization, what suggestions would you make concerning market timing? Should the District consider borrowing all or a portion of its expected 2011 needs in addition to its 2010 requirements based upon your view of the market? 5. Variable Rate Exposure: The District currently has no variable interest rate exposure. Do you believe that it is appropriate for the District to have some exposure in this sector of the market? If so, is now an appropriate time to launch a variable rate program? If you do advocate a degree of variable rate exposure, what product do you recommend that the District consider? RFP for Underwriting Services NEORSD page 13

14 6. Other Information: Please provide us with any additional information which you feel will enable the Selection Committee to fairly evaluate your proposal and which you have not had the opportunity to discuss in your responses to the preceding questions. CERTIFICATIONS Each Proposer must supply the following certifications: 1. Conflicts of Interest: Please provide an affirmative statement that the Proposer is not aware of any business relationship which the Proposer maintains that would create a real or perceived conflict of interest if the Proposer is selected to serve as underwriter. Each Proposer must also attest that it will not knowingly initiate any new business relationships during the time that it is serving the District as underwriter that would create a real or perceived conflict of interest. 2. Ethics and Interest in a Public Contract: Each Proposer must provide a statement that it has no relationship with any Board member or any other District official or employee that would result in that person having an interest in a public contract or otherwise violate the State s ethics or public contracting laws. 3. Regulatory Compliance: Please indicate if the Proposer is or has been under investigation by any federal, State or industry regulatory body during the past 24 months. RFP for Underwriting Services NEORSD page 14

15 Exhibit A Northeast Ohio Regional Sewer District Debt Summary as of 12/31/09 Series 2005 Bonds Series 2007 Bonds OWDA Loans Grand Totals Year Principal Interest Total Principal Interest Total Principal Interest Total Principal Interest Total 2010 $ 5,265,000 $ 2,254,900 $ 7,519,900 $ 2,220,000 $ 5,635,274 $ 7,855,274 $ 28,505,118 $ 15,796,566 $ 44,301,684 $ 35,990,118 $ 23,686,740 $ 59,676, ,470,000 2,044,300 7,514,300 2,315,000 5,540,924 7,855,924 30,374,678 14,555,684 44,930,362 38,159,678 22,140,908 60,300, ,665,000 1,852,850 7,517,850 2,400,000 5,454,112 7,854,112 31,782,218 13,458,382 45,240,600 39,847,218 20,765,344 60,612, ,890,000 1,626,250 7,516,250 2,500,000 5,358,112 7,858,112 31,192,422 12,154,735 43,347,157 39,582,422 19,139,097 58,721, ,190,000 1,331,750 7,521,750 2,625,000 5,233,112 7,858,112 31,732,157 10,880,243 42,612,400 40,547,157 17,445,105 57,992, ,495,000 1,022,250 7,517,250 2,755,000 5,101,862 7,856,862 30,276,799 9,588,438 39,865,237 39,526,799 15,712,550 55,239, ,950, ,500 14,647,500 2,890,000 4,964,112 7,854,112 27,576,666 8,417,245 35,993,911 44,416,666 14,078,857 58,495, ,035,000 4,819,612 7,854,612 25,024,363 7,370,686 32,395,049 28,059,363 12,190,298 40,249, ,190,000 4,667,862 7,857,862 24,843,124 6,389,372 31,232,496 28,033,124 11,057,234 39,090, ,345,000 4,508,362 7,853,362 24,246,273 5,406,233 29,652,506 27,591,273 9,914,595 37,505, ,490,000 4,366,200 7,856,200 20,716,396 4,498,657 25,215,053 24,206,396 8,864,857 33,071, ,640,000 4,217,874 7,857,874 19,552,313 3,717,776 23,270,089 23,192,313 7,935,650 31,127, ,800,000 4,054,074 7,854,074 19,621,927 2,970,076 22,592,003 23,421,927 7,024,150 30,446, ,975,000 3,883,074 7,858,074 19,375,714 2,214,330 21,590,044 23,350,714 6,097,404 29,448, ,150,000 3,704,200 7,854,200 14,522,287 1,534,389 16,056,676 18,672,287 5,238,589 23,910, ,340,000 3,517,450 7,857,450 13,610,743 1,007,604 14,618,347 17,950,743 4,525,054 22,475, ,545,000 3,311,300 7,856,300 11,061, ,280 11,611,458 15,606,178 3,861,580 19,467, ,760,000 3,095,412 7,855,412 3,227, ,745 3,457,832 7,987,087 3,326,157 11,313, ,985,000 2,869,312 7,854,312 1,735, ,076 1,866,599 6,720,523 3,000,388 9,720, ,225,000 2,632,524 7,857,524 1,229,572 79,888 1,309,460 6,454,572 2,712,412 9,166, ,470,000 2,384,338 7,854,338 1,035,332 36,102 1,071,434 6,505,332 2,420,440 8,925, ,730,000 2,124,512 7,854, ,058 8, ,238 6,032,058 2,132,692 8,164, ,005,000 1,852,338 7,857,338 6,005,000 1,852,338 7,857, ,290,000 1,567,100 7,857,100 6,290,000 1,567,100 7,857, ,585,000 1,268,324 7,853,324 6,585,000 1,268,324 7,853, ,885, ,000 7,857,000 6,885, ,000 7,857, ,195, ,174 7,857,174 7,195, ,174 7,857, ,520, ,400 7,858,400 7,520, ,400 7,858,400 Totals $ 48,925,000 $ 10,829,800 $ 59,754,800 $ 121,865,000 $ 98,103,950 $ 219,968,950 $ 411,543,948 $ 120,996,687 $ 532,540,635 $ 582,333,948 $ 229,930,437 $ 812,264,385 Notes: (1) For Series 2005 Bonds, final principal payment expected to draw on debt service reserve fund balance of $7,126,275.