ST. LOUIS COUNTY REQUEST FOR PROPOSAL FINANCIAL ADVISORY SERVICES

ST. LOUIS COUNTY REQUEST FOR PROPOSAL FINANCIAL ADVISORY SERVICES PURPOSE: To provide financial advisory services on a broad array of public financial activities for both specific projects and day-to-day general public finance issues. DEADLINE: November 12, 2013 SUBMIT TO: INFORMATION: Pamela Reitz, Director of Administration St. Louis County 41 South Central Ave., 8 th Floor St. Louis, MO 63105 Pamela Reitz, Director of Administration St. Louis County 314-615-7046 preitz@stlouisco.com TIMETABLE FOR APPLICATIONS AND SERVICE Applications must be submitted by 5:00 p.m., November 12, 2013 Selection process, including interviews of finalists, will conclude by approximately November 22, 2013 Approval by County Council is anticipated by December 23, 2013. Start date of the contract will be February 1, 2014 and will be in effect for the calendar year 2014. The contract will include an annual option to renew at the end of each calendar year, if mutually agreed, for two years (2015 and 2016). SCOPE OF SERVICES St. Louis County, Missouri is seeking a firm capable of providing financial advisory services for a broad array of public financing activities. Services will include advice on a day-to-day basis, long-term financial planning independent of specified projects and full bond/note issuance processing. Deliverables will include cash flow analysis, review of bond documents, written reports on project options and an annual report that summarizes the bond issues completed during the previous year, the County s current debt profile, a written debt policy, and recommendations for refinancing, if appropriate. 1

The relationship sought by the County will require an exclusive financial services agreement under which the firm selected shall not, at any time or in any capacity, serve as underwriter to any projects to which the County shall be a party. Due to the scope of the projects planned to be undertaken by the County, an extended relationship is sought between the County and its financial advisor. For this reason, the County expects to inquire extensively into the established record and financial capabilities of the firms to be given consideration to serve as financial advisor. Advisory Services - Advisor shall provide financial advisory including the following: Expert financial advice and assistance on financing techniques and options on matters pertaining to the issuance and sales of securities, including but not limited to: o Tax and Revenue Anticipation Notes, o General Obligation Bonds, o Revenue Bonds, o Special Improvement District Bonds, o Certificates of Participation, o Special Obligation Bonds, o Tax Credit Bonds, o Other forms of financing including any long term obligations of the County which shall secure the bonded debt of other political subdivisions of the State of Missouri, Review Tax Increment Financing Plans. Conduct studies and make recommendations on methods of structuring financing, including payment, security details and bond specifications believed advantageous to County. Provide sophisticated cash flow, bond schedules and sizing analysis. Provide representatives at meetings, when requested or notified by County, on matters concerning financial techniques and bond issues. Assist County with development of Requests for Proposals for the selection of underwriters of bond issues when it is advisable to sell securities by negotiation, and provide counsel during the negotiating process. Provide services as may benefit County in the restructuring and refinancing of outstanding bonds and other forms of indebtedness, including all services related to the refunding process including, as may be appropriate, the structuring, funding and securing of any escrow trust accounts as may be necessary for the defeasance of outstanding bonds. Perform such other functions normally contemplated to be within the scope of duties of a qualified Financial Advisor. Transactional Advisory Services - Advisor shall provide financial advisory services assistance on financing techniques and options on matters pertaining to the issuance and sales of securities. 2

Confer with recognized bond attorneys, selected by County, in connection with proceedings authorizing the issuance of bonds. Participate in, or direct as required, preparation of official statements for bond issues setting forth financial and other information about County and the Issue. Participate in drafting of financing documents utilized by County. Assist County officials in preparation of materials for presentation to national credit rating services. Provide the availability of an internet based secure method to bid structured investments or other products. Provide cash flow and amortization schedules. Provide closing memorandum and instructions for each closing. Provide other advisory services as directed. INSTRUCTIONS TO APPLICANTS In order to standardize submissions and assist us in our evaluation, please submit qualifications in the following format: Section 1 Section 2 Section 3 Discuss your firm's overall qualifications and experience in investment banking and financial advisory work. These qualifications should include an indication of your firm's years of continuous operation and net capital position. Please confirm that your advisors are registered with the MSRB and the SEC. List your firm's financial advisory relationships to general units of government during the past three years, including the dollar amount and type of bond issues. Describe your experience (and any innovations you have developed) in the following areas: A. General Obligation Bonds B. Tax and Revenue Note Issues C. Certificates of Participation/Special Obligation Bonds D. Revenue Bonds and Conduit Issues E. Capital Equipment Lease F. Economic Development and Special Improvement District Issues G. Tax Credit Bonds H. Interest Rate Swaps and other instruments and techniques for controlling interest rate risk. I. Comprehensive Debt and Investment Management Techniques J. Tax Increment Finance plan analysis 3

Section 4 Section 5 Section 6 Section 7 Section 8 List key individuals who would be assigned to work with the County. Please include professional resumes, the location of their home office and their availability to the County. Describe the means by which your firm monitors daily municipal bond market conditions, market trends and/or forecasts, and describe the way in which this activity is used to advise clients of marketing decisions such as market timing, pricing, etc. Describe your firm s experience with both competitive and negotiated municipal bond sales. Describe what you consider to be the most important factors in the choice of one method over the other. Describe role of the financial advisor in each type of sale and how your firm fills that role. Outline your firm's experience during the last three years with the major rating agencies. Discuss its applicability to the County in retaining its current ratings, and outline your strategy to best assure the County's continued success for future debt issue ratings. Fees and expenses to be paid to the financial advisor. Please indicate your proposed fee schedule for calendar year 2014, 2015 and 2016 for: A. Retainer or base fee for providing day-to-day advice and consulting that is not expected to result in financial transactions. The County expects to use the financial advisor on a regular basis for financial advice. This could be in the form of telephone conversations, meeting attendance, what if analysis, etc. Please suggest options so that we can develop a not to exceed dollar amount for the contract for each year. B. General Obligation Bond Issue in the amount of $100 million. C. Tax Anticipation and/or Revenue Note Issue of $30 million. D. Special Obligation Bonds or Certificates of Participation of $30 million. E. Capital Equipment Lease Finances of $10 million. F. Revenue Bond Issue in the amount of $30 million. G. Economic Development or Special Improvement District Bond in the amount of $1,000,000. H. Tax Credit Bond in the amount of $30 million. I. Arbitrage Rebate compliance analysis. J. Bond proceeds reinvestment. Section 9 Please include a recent representative example of one Official Statement in which you acted as Financial Advisor, and for which your firm was directly responsible for preparation, printing, etc. and one annual debt profile prepared for a client. 4

Section 10 Please list three major public sector clients who would provide references for your work as Financial Advisor. REVIEW OF PROPOSALS Each respondent shall provide five (5) copies of its response to this Request For Proposal, copies of which shall be distributed to the Selection Committee established by the County. Meetings may be requested with firm s best representing the needs of the County as described in the RFP. The Selection Committee shall provide its recommendation to the County Executive, who in turn shall provide a recommendation to the County Council for final ratification and approval. LIABILITY AND INSURANCE REQUIREMENTS 1. Diversity in Contracting - The County strongly encourages minority-owned and women-owned businesses to participate. The Consultant shall take affirmative action to insure that applicants are employed without regard to race, religion, color, sex, age, national origin, handicap or familial status. The Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, gender orientation, age, national origin, handicap or familial status. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer, rates of pay or other forms of compensation, and selection for training. In the event the Consultant does not comply with the provisions of this paragraph, the contract may be terminated or suspended in whole or in part and the Consultant may be declared ineligible for further County contracts. 2. Public Record - All bids submitted become public record and may be reviewed by anyone requesting to do so after award has been made. 3. Proposal Rejection - The County reserves the right to reject any and all proposals. 4. Expenses - The County is not liable for any cost incurred by the proposer prior to issuing a contract. 5. News Releases - News releases pertaining to this RFP, other services or the project to which it relates, will not be made without the prior approval by, and then only in coordination with, the County Executive. 5

6. Legal Requirements - Any contract ensuing from this RFP will be subject to all State of Missouri and County laws, policies and practices. 7. Legal Relationship - The relationship of the Consultant to the County shall be that of an independent contractor and no principal-agent or employer-employee relationship is created by this agreement. The Consultant shall not contract any work under this agreement without written approval of the County. 8. The Consultant warrants that no agreement has been made with any person or agency to solicit or secure this contract upon an understanding for a gratuity, percentage, brokerage, or contingent fee in any form to any person excepting bona fide employees of the Consultant or bona fide established commercial or sales agencies. For breach of this warranty, the County may, by written notice, terminate the right of the Consultant to proceed under this contract and shall be entitled to pursue the same remedies against the Consultant as they could pursue in the event of a breach of this contract. As a penalty in addition to any other damages to which they may be entitled to by law, the County may recover exemplary damages in an amount to be determined by the County, which amount shall not be less than three nor more than ten times the amount the Consultant paid or agreed to pay as such gratuity, commission, percentage, brokerage, or contingent fee. The rights or remedies of County as provided in this Paragraph shall not be exclusive and are in addition to any other rights as provided by law. 9. To preserve the integrity of County employees, board members, and elected officials and to maintain public confidence in the RFP process, the County prohibits the solicitation of acceptance of anything of value by County employee, board member or elected official from any person seeking to initiate or maintain a business relationship with County departments, boards, and commissions. The offeror shall not pay any salaries, commissions, fees or make any payments or rebates t any employee, board member or elected official of the County or their designees. It is the offeror s responsibility to include in their proposal a notification t the County of any principals in the company, their spouses or children who are employed by the County, and of any other possible conflicts of interest that exists and the nature of that conflict. The County reserves the right to disqualify an offeror or cancel the contract award if any association disclosed to the County could either give the appearance of a conflict or cause the objectivity of the work to be performed by the offeror. The County s determination regarding any questions of conflict of interest shall be final. 10. The Consultant agrees not to assign, transfer, convey, sublet, or otherwise dispose of this agreement without the previous consent and written approval of the County. 6

11. Cancellation - If services cannot be provided as requested, the County may obtain services with another Consultant without being in breach of contract. Cancellation of contract must be given in writing seven calendar days prior to termination date. 12. Indemnification - The Consultant does hereby agree at all times hereafter to defend, indemnify and save harmless the County, its elected and appointed officials and employees, against all liability, loss, damages, costs or expenses which the County may, hereinafter, sustain, incur or be required to pay by reason of any personal injury, death, property loss or damage sustained and suffered by any person because of the intentional or negligent acts or omissions of the Consultant, its officers, employees, or representatives while performing under the terms of this contract. However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs or expenses caused by or resulting from the intentional or negligent acts or omissions of the County, or any of the officers, employees, or representatives thereof. 13. Insurance - The Consultant s insurance shall be primary as respects the County. Any other insurance maintained by the County shall be excess and not contributing insurance with the Consultant s insurance. The following are the insurance requirements that will be included in the contract executed based on this RFP. MINIMUM LIMITS OF INSURANCE Consultant shall maintain limits no less than: a. Commercial General Liability Insurance (CGL): Advisor shall maintain for the duration of the Contract CGL with limit of not less than $1,000,000 each occurrence. CGL insurance shall be written on ISO occurrence form CG 00 01 01 96 (or substitute form providing equivalent coverage). The policy shall cover liability arising from premises operations, independent contractors, products completed operations, personal injury and advertising injury, liability assumed under an insured Contract, (including the tort liability of another assumed in a business Contract). St. Louis County shall be named as additional insured under this policy. b. Workers Compensation: Worker s compensation and employer s liability insurance as required by the state where the work is performed. c. Professional Liability: Advisor shall maintain in force for the duration of this Agreement errors and omissions liability insurance appropriate to Advisor's profession. Coverage s required in this section shall apply to liability for a professional error, act or omission arising out of scope of Advisor's services as defined in this Agreement. Coverage shall be written subject to limits of not less than $1,000,000 per loss with an annual aggregate of $1,000,000. This insurance coverage under such certificates shall be retroactive to the earlier of the date of this Agreement or the commencement of Advisor's services hereunder. 7

NOTE: These limits can be attained by individual policies or by combining primary and umbrella policies. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-insured retentions must be declared to and approved by the County. At the option of the County, either: a. The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the County, its officers, officials, employees, and volunteers, or b. The Consultant shall provide a financial guarantee satisfactory to the County guaranteeing payment of losses and related investigations, claim administration, and defense expenses. OTHER INSURANCE PROVISIONS The General Liability policy is to contain, or be endorsed to contain, the following provisions: a. The County, its officers, officials, employees, and volunteers are to be covered as additional insured with respect to liability on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations and with respect to liability arising out of work or operations performed by the Consultant; or arising out of automobiles owned, leased, hired, or borrowed by or on behalf of the Consultant. b. For any claims related to this contract, the Consultant s insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Consultant s insurance. c. Each insurance policy required by these specifications shall be endorsed to state that coverage shall not be cancelled or materially changed, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the County. d. Maintenance of the proper insurance for the duration of the contract is a material element of the contract. Material changes in the required coverage or cancellation of the coverage shall constitute a material breach of the contract by the Consultant. 8