Contract and Procurement Services 1111 West 6th Street Suite A330 Austin, Texas 78703-5399 March 22, 2016 REQUEST FOR QUALIFICATIONS The Austin Independent School District is soliciting Statements of Qualifications from qualified s to provide financial consulting, capital planning and debt management for future debt financing. The district intends to award the contract to a single firm with a two (2) year contract term beginning August 30, 2016 through August 30, 2018, with the option to extend the contract for three (3) additional one (1) year terms, upon approval by the Board of Trustees. RESPONSES WILL NOT BE OPENED PUBLICLY. The envelope containing your response (1 original and 3 copies) must be delivered in a sealed envelope (FAX, E-Mail or other electronic proposal responses will not be accepted). To properly process, your response must be plainly marked: RFQ Number: QT16-061 Open/Due Date: April 19, 2016-2:00 P.M. AISD reserves the right to reject any and/or all responses, to award contracts for individual products or services as may appear advantageous, and to negotiate separately in any manner necessary to serve the best interest of the District. Responses delivered to the AISD central mail facility or to AISD locations other than Suite A330 will not be considered received until they arrive in the Contract & Procurement Services office (Suite A330). AISD will not be responsible for delays in delivery resulting from need to transport a response from another location or error or delay on the part of any carrier. Proposals received in the Purchasing Office after the published time and date cannot be considered. AISD Board Policies can be accessed at our website, austinisd.org. Purchasing policies are included in Section C of the AISD Board Policy Manual. No proposals may be withdrawn for a period of sixty (60) days subsequent to the deadline for receipt of proposals without the prior written consent of the Board of Trustees, Austin Independent School District. Kim Scannell Senior Procurement Specialist AISD Contract & Procurement Services 1111 W. 6 th St., Ste. A-330 Austin, TX 78703
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. The Austin Independent School District (herein after referred to as AISD or the District ) is seeking proposals from firms or individuals qualified and experienced as a. I. INTRODUCTION AISD serves 84,000 students and has an annual budget of $1,151,668,580. The District is governed by an elected nine (9) member Board of Trustees who appoints a Superintendent to manage the daily operations. The combination of declining enrollment, increased property tax collections being passed through to the State under Chapter 41, Texas Education Code, and the growing demand for a number of state services are expected to create severe budget pressures for the next budget cycle. A is being sought to analyze existing financial resources, develop optional financing plans, and guide the Chief Financial Officer through the debt issuance and restructuring process. The District anticipates that it will be necessary to issue bonds as part of its debt issuance and restructuring plan. II. RESPONSE FORMAT AND CONTENT Prefacing the proposal, the offeror shall provide an Executive Summary of two (2) pages or less, which gives in brief, concise terms, a summation of the proposal. The proposal itself shall be organized in the following format and informational sequence: A. Section I of the proposal shall include the following: 1. Full name and address of the Contractor submitting the proposal and a brief summary of the Contractor s corporate experience and individual experience for personnel who will provide this product or service. 2. Provide five (5) references from large urban Public School Districts that the Contractor has provided services to within the past five (5) years. The contact person should be familiar with the day-to-day management of the contract and be willing to respond to questions regarding the type, level, and quality of service provided. Each reference must contain the name, address, email address, and telephone number. 3. Executed copies of the certifications included at the end of this RFQ. 4. A statement certifying that the firm has no current or anticipated conflict of interest with the representation of the District as financial adviser. 5. Provide information on the professional liability insurance carried by your firm. 6. List any SEC, MSRB or other regulatory investigations or inquiries your firm is currently involved in or party to. 2
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. 7. Include a copy of your firm s standard financial advisory services agreement. B. Section II of the proposal shall consist of a description of services and capabilities as outlined in the Scope of Service and Qualifications section of this RFQ, in the order shown. C. Section IV of the proposal shall contain documentation, which reflects the financial condition of the Contractor. Such documentation must include income statements and balance sheets for the past two (2) fiscal years immediately preceding the date of this RFQ. THIS INFORMATION SHOULD ONLY BE PROVIDED WITH YOUR ORIGINAL PROPOSAL. DO NOT PROVIDE THIS INFORMATION WITH YOUR 3 EVALUATION COPIES. III. PROPOSAL INFORMATION A. Schedule for Selection Date March 22, 2016 April 5, 2016 April 8, 2016 April 19, 2016 Event Request for Qualifications advertised in the Austin American Statesman and posted to AISD website Due date for questions (written inquiries) Q & A posted to website Due date for Qualifications by Contractors B. Interpretation of RFQ Wording Interpretation of the wording of this RFQ shall be the responsibility of the District. District staff will not give verbal answers to inquiries regarding the contents of the RFQ. Any verbal statement regarding it prior to the award shall be non-binding. C. Written Inquiries Proposers may make email inquiries concerning this RFQ to obtain clarification of the requirements. Inquiries must be submitted no later than close of business on the date specified in Section III A, Schedule for Selection. Questions received by this deadline and corresponding answers, will be included in an Addendum issued to all proposers. Submit inquiries via E-mail to Kim Scannell: kim.scannell@austinisd.org In the subject line of the email type: Questions Q16-061 D. Rights of the Austin Independent School District 3
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. The District reserves the right to require additional information from Proposers and to conduct necessary investigations to determine Proposer performance and to determine the accuracy of Proposal information. E. RFQ Information 1. All Proposers are expected to carefully examine the RFQ documents. Any ambiguities or inconsistencies should be brought to the attention of the individual identified in Section III, C of this RFQ. It is believed that all information necessary to complete a response is included in this RFQ. It is the responsibility of the Proposer to obtain clarification of any information contained herein that is not fully understood. 2. The Proposer, by and through the submission of a Proposal, agrees to be held responsible for: 1) having examined the Request for Qualifications and all referenced citations of judicial decisions, statutory authority, and local policy; 2) having become familiar with the nature and scope of the Services required by the District; and 3) identifying any local conditions that may affect the labor availability, administrative rules and other factors that may impact the District s timeline for completion of the Services. F. Notification of Receipt of RFQ Documents. Proposers who have not obtained this solicitation document directly from AISD, or who may have downloaded the document from the AISD website, shall be responsible for immediately notifying AISD of their interest in order to receive all written addenda on a timely basis. Proposers who do not so notify AISD and submit Proposals without receipt of all addenda issued may be deemed to have submitted Bids/Proposals not responsive to this Request for Qualifications. IV. SCOPE OF SERVICE The (s) will be required to perform professional financial advisory services for the District s Chief Financial Officer in connection with pre-sale strategic financial analysis, authorization, on-going quantitative analysis, marketing, preparation of offering documents, issuance, sale and delivery of debt instruments, as well as provide ongoing service after the successful delivery of a debt issue. Among other things, the (s) will be required to provide professional services and perform the duties normally expected of such firms, which are generally described below. A. Review and analyze debt structures, tax revenue, cash flows and trends, and current and proposed taxing requirements. The analysis will take into account any outstanding obligations which are payable from the net revenues thereof, additional net revenues from any proposed increases and/or additional net revenues as projected by consultant analysis, evaluation, and pro forma cash flows. Based on such financial findings, the (s) shall devise and recommend for the district s approval, a plan of 4
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. financing under terms and conditions most advantageous to the District, consistent with a minimum effective interest rate. B. Assist the District in the selection of financial underwriting firms including the preparation of the request for proposal to provide financial underwriting services, indepth evaluation of proposals submitted, oral presentations, and selection of the financial underwriting pool and financial underwriting syndicates for specific transactions. C. Assist the District in all aspects of both competitive and negotiated transactions including (as applicable), but not limited to the following: 1. Assist in the preparation of an Official Statement or Prospectus containing official data and other information ordinarily required in bidding on obligations. 2. Advise the District of current bond market conditions, forthcoming bond issues and other general information and economic data which might normally be expected to influence interest rates or bidding conditions, so that the date for the sale of any obligations in the open market can be set at a time which is viewed to be most favorable. 3. Assist the District with the sale and delivery of bonds and/or certificates, or other debt instruments. 4. Assist the District in securing competitive bids for credit enhancement, paying agent/registrar banks, trustee banks, escrow agents, financial printers, and other services rendered from other parties associated with financial transactions. 5. Consult with the District on the matter of bond ratings for the proposed issue and when so instructed, direct the preparation of such information as is required for submission to the bond rating agencies. In the event it is considered advisable by the District for a personal presentation of information to the bond rating agencies, the (s) will accompany those representing the District before such bond rating agencies. 6. Assist the District in the compilation and preparation of information, as needed, for submission to the Texas Education Agency/municipal bond insurance companies for consideration to qualify the proposed issue for either the Permanent School Fund Guarantee Program or municipal bond insurance. 7. Assist the District in planning and coordination of other miscellaneous activities in connection with the issuance of debt as necessary. 8. Assist the District with the Commercial Paper Program (including remarketing agent contract renewals.) D. The District retains experienced municipal bond advisory law firm(s) ( Bond Counsel ) to prepare the proceedings and provide counsel with respect to all actions related, but 5
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. not limited to, the legal issuance and final delivery of the District s obligations, issuance of an opinion approving the legality of the District s obligations, and the preparation of legal proceedings for a bond election if required. The (s) shall collaborate with Bond Counsel and shall assist in all the financial advisory aspects involved in the preparation of appropriate legal proceedings and documents. E. If a bond election is required, the (s) will assemble and transmit to Bond Counsel such data as may be required in the preparation of the necessary petitions, orders, resolutions, notices, and certificates; and will assist the District in the expeditious handling thereof. F. The (s) shall advise, inform, and assist the District with performing due diligence investigations with respect to financial underwriting firms that the District may contemplate utilizing in a financing transaction. Such due diligence shall include matters pertaining to the knowledge of, or investigation into, a firm s alleged or convicted financial misconduct, securities violations, Justice Department investigation(s), or other financial distrust. G. Advise and assist the District in complying with, and preparing continuing disclosure of financial information and operating data pursuant to Securities and Exchange Commission Rule 15c2-12. H. Assist the District with other financial analyses as needed, including reviewing and analyzing debt structures, revenue cash flows and other proposed financings V. QUALIFICATIONS A complete description of your firm s ability to represent the District as which should include, but is not limited to, the following: A. A description of the firm s experience during the last five (5) years as financial adviser of negotiated or competitively bid bond issues of large urban Public School Districts. Include the names of the issuers, the amount of the bonds, the capacity in which the firm served, and the purpose for the issuance. B. List the successful large urban Public School District bond elections that the firm s representatives being assigned to Austin ISD have served as financial adviser for the last five (5) years. C. A description of how the firm is organized and how its resources will be utilized on behalf of the District. Include discussion of firm s financial strength in terms of net capital and assets. D. Describe the firm s approach and capability in designing and implementing a financial plan for a multi-year capital improvement program for the District. 6
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. E. Provide resumes of the staff to be assigned to work with the District, including their areas of expertise, years of financial adviser experience, and the number and types of bond issues they have been involved with. List the office locations and telephone numbers for these individuals and indicate the day-to-day contact as well as who will be attending any meetings with the District. F. Describe or include any other information you believe would be helpful in assessing your firm s ability to perform as financial adviser. VII. COMPETITIVE SELECTION A. Award will be made to the firm determined to be the most qualified to meet the scope of service requirements of this solicitation. B. The committee evaluating the proposals submitted in response to this RFQ may require any or all Contractors to give an oral presentation in order to clarify or elaborate on their proposal. Upon completion of oral presentations or discussions, Contractors may be requested to revise any or all portions of their proposals. AISD may make an award without discussion with any proposers after proposals are received. Proposals should, therefore, be submitted on the most favorable terms. C. AISD will begin contract negotiations with the firm determined to be the most qualified. In the event that a contract cannot be negotiated with the first firm, AISD reserves the right to negotiate with the next qualified firm(s) until a contract can be reached. VIII. TERMS AND CONDITIONS A. The contract term will be two (2) years from date of award by the Board of Trustees. The Austin Independent School District may request to extend this agreement for another three (3) one year optional renewals, following satisfactory delivery of the services specified in the proposal and engagement letter. B. AISD reserves the right to reject any and/or all proposals, to make awards for individual products or services as may be advantageous, and waive all formalities in the RFQ process. C. Late proposals, if properly identified, will be returned unopened. No proposal may be withdrawn without written request. D. AISD desires to have the Contractor submit a proposal, which incorporates all significant points enumerated in this RFQ. Where the proposal is silent, AISD assumes the services set forth in the SCOPE OF SERVICE to be accepted as part of the proposal. The Board of Trustees will pass a resolution accepting the written proposal and appropriate portions (if applicable) of the successful Contractor selected. 7
RFQ NUMBER QT16-061 Open/Due Date: April 19, 2016 2:00 P.M. E. AISD will not be responsible for any expenses incurred by the Contractor in preparing and submitting a proposal. F. Questions concerning this solicitation shall be directed by email to Kim Scannell, at the address indicated in Section III, Paragraph C. G. Any contract resulting from this solicitation is contingent upon the continued availability of appropriations and is subject to cancellation, without penalty, either in whole or in part, if funds are not appropriated by the AISD Board of Trustees or otherwise not made available to the District. H. The following forms are included herein: Bid Certification, Notice of Criminal History of Contractor, Debarment, Suspension and Ineligibility Certification, Central Texas Purchasing Alliance (CTPA) Adoption Clause, and Interlocal Cooperative Agreement Clause. These forms along with the contents of the successful proposal will become a part of any subsequent contractual documents. Failure to accept this obligation may result in cancellation of any award. Any damages accruing to the District as a result of the consultant s failure to contract may be recovered from the consultant. J. The District reserves the right to terminate all or any part of the undelivered portion any order resulting from this solicitation with thirty (30) days written notice; upon default by the vendor, for delay or nonperformance by the vendor, or, if it is deemed in the best interest of the District, for convenience. K. In order to ensure the integrity of the selection process, Proposer's officers, employees, agents or other representatives shall not lobby or attempt to influence a vote or recommendation related to the Proposer's response, directly or indirectly, through any contact with school board members or other district officials from the date this RFQ is released until the award of a contract by the Board of Trustees. L. Proprietary Information. Proposer should be aware that the contents of all submitted proposals are subject to public review and will be subject to the Texas Public Information Act. All information submitted with your proposal will be considered public information unless Proposer identifies all proprietary information in the Proposal by clearly marking on the top of each page so considered Proprietary Information. A final determination of what constitutes proprietary information or trade secrets is made by the Texas Attorney General under the Texas Public Information Act, Chapter 552, Texas Government Code. While AISD will endeavor to maintain all submitted information deemed proprietary within AISD, AISD will not be liable for the release of such information. 8
Required Forms Bidders shall execute the following forms and return the signed original with their proposal. Bid Certification Bidder certifies that they have not offered any pecuniary benefit or thing of value to gain advantage or influence a decision in this matter. Notification of Criminal History of Contractor A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony Debarment, Suspension and Ineligibility Certification Contractors receiving individual awards of $25,000 or more and all sub-recipients must certify that their organization and its principals are not suspended or debarred by a federal agency. W-9 Form W-9 is the IRS form used by Austin ISD to request your taxpayer identification number. You may get a blank Form W-9 to fill out if you or your business is hired to provide goods or services. Filling out a W-9 is straightforward. Just provide your name and Social Security Number, or the name and Employer Identification Number of your business. By submitting a W-9, you are certifying that the tax id number you are providing is correct and accurate. http://www.irs.gov/pub/irs-pdf/fw9.pdf Central Texas Purchasing Alliance (CTPA) Adoption Clause CTPA is a local purchasing cooperative with member public school districts. If authorized by the vendor or service provider, contracts and supply agreements resulting from this solicitation will be available to member districts. Participation is not mandatory and will not be a factor considered in the evaluation of proposals; however, the form does need to completed and submitted with your proposal. Interlocal Cooperative Agreement Clause Similar to the CTPA adoption clause, if authorized by the vendor or service provider, contracts and supply agreements resulting from this solicitation will be available to local government organizations. Participation is not mandatory and will not be a factor considered in the evaluation of proposals; however, the form does need to completed and submitted with your proposal. Austin ISD Contract & Procurement Services
BID CERTIFICATION The undersigned Bidder (Contractor), by signing and executing this bid, certifies and represents to the Austin Independent School District that Bidder has not offered, conferred or agreed to confer any pecuniary benefit, as defined by 1.07(a)(6) of the Texas Penal Code, or any other thing of value, as consideration for the receipt of information or any special treatment or advantage relating to this bid; the Bidder also certifies and represents that Bidder has not offered, conferred or agreed to confer any pecuniary benefit or other things of value as consideration for the recipient's decision, opinion, recommendation, vote or other exercise of discretion concerning this bid; the Bidder certifies and represents that Bidder has neither coerced nor attempted to influence the exercise of discretion by any officer, trustee, agent or employee of the Austin Independent School District concerning this bid on the basis of any consideration not authorized by law; the Bidder also certifies and represents that Bidder has not received any information not available to other bidders so as to give the undersigned a preferential advantage with respect to this bid; the Bidder further certifies and represents that Bidder has not violated any state, federal or local law, regulation or ordinance relating to bribery, improper influence, collusion or the like and that Bidder will not in the future, offer, confer, or agree to confer any pecuniary benefit or other thing of value to any officer, trustee, agent or employee of the Austin Independent School District in return for the person having exercised the person's official discretion, power or duty with respect to this bid; the Bidder certifies and represents that it has not now and will not in the future offer, confer, or agree to confer a pecuniary benefit or other thing of value to any officer, trustee, agent or employee of the Austin Independent School District in connection with information regarding this bid, the submission of this bid, the award of this bid or the performance, delivery or sale pursuant to this bid. FIRM NAME PHONE EMAIL ADDRESS CITY STATE ZIP SIGNED BY TITLE PRINTED NAME DATE Austin ISD Contract & Procurement Services
NOTIFICATION OF CRIMINAL HISTORY OF CONTRACTOR Statutory citation is found in the Texas Education Code 44.034. Subsection (a): A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony. Subsection (b): A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract. Subsection (c): This section does not apply to a publicly held corporation. I, the undersigned officer or agent for the contractor named below, certify that the information concerning notification of criminal history of contractor has been reviewed by me and the following information furnished is true and correct to the best of my knowledge. VENDOR S NAME: AUTHORIZED COMPANY OFFICIAL S NAME: Check only one of the following: My firm is a publicly-held corporation; therefore, this reporting requirement is not applicable. My firm IS NOT owned nor operated by anyone who has been convicted of a felony. My firm IS owned or operated by the following individual(s) who has/have been convicted of a felony. Name of Felon(s): Details of Conviction(s): (attach additional sheet if necessary) (attach additional sheet if necessary) Signature of Company Official: Austin ISD Contract & Procurement Services
DEBARMENT, SUSPENSION AND INELIGIBILITY CERTIFICATION Statutory citation is found in the U.S. Office of Management and Budget Circular A-102, 2 CFR 11 Part 215, and Federal Acquisition Regulation Subpart 9.4 Federal agencies, state agencies, and local governments, including the Austin Independent School District, shall solicit offers from, award contracts to, and consent to subcontracts with responsible contractors only. OMB Circular A-102, Grants and Cooperative Agreements with State and Local Governments, Section 1 (d), requires that Austin ISD shall not award a contract to a contractor, or consent to a subcontract with a contractor, that is debarred, suspended, proposed for debarment, or otherwise declared ineligible. Contractor means any individual or other legal entity that (1) Directly or indirectly submits offers for or is awarded a Federal Government or Austin ISD contract or a subcontract under a Federal Government or Austin ISD contract; or (2) Conducts business, or reasonably may be expected to conduct business, with the Federal Government or Austin ISD. A contract award with an amount expected to equal or exceed $25,000 and certain other contract awards shall not be made to contractors that are listed on the Federal Government Excluded Parties List. Ref: 2 CFR 11 Part 215 Contractors submitting a bid or proposal in an amount expected to equal or exceed $25,000 shall certify that neither their organization nor principal officers and agents nor subcontractors are debarred, suspended, proposed for debarment, or otherwise declared ineligible by a Federal agency. I, the undersigned officer or agent for the contractor named below, certify that neither this organization nor principal officers and agents nor subcontractors are debarred, suspended, proposed for debarment, or otherwise declared ineligible by a Federal agency. VENDOR S NAME: Authorized Officer or Agent: Printed name of company official signing above: Date Signed: Austin ISD Contract & Procurement Services
Central Texas Purchasing Alliance (CTPA) Adoption Clause Statutory citation is found in the Interlocal Cooperation Act, Texas Government Code 791. The Central Texas Purchasing Alliance (CTPA) is an organization formed by interlocal agreements and between independent school districts (members) in Texas for the purpose of engaging the districts to share purchasing opportunities for goods and services. All member contracts, regardless of whether formed as a result of CTPA activity or interaction, shall be directly between the member and the contractor providing goods and services to the member. The CTPA, in and of itself, shall not have the authority to make purchases of goods and services. A. If authorized by the Vendor, resultant contract(s) may be adopted by the member districts of the CTPA as indicated below. Members may purchase goods and/or services in accordance with contract pricing and purchasing terms established by the Contract Lead District. B. A list of members that may utilize the Vendor s contract is listed on the CTPA website, www.txctpa.org/memberlist C. Any member wishing to utilize such contract(s), will contact the Vendor to verify that the contract is available to them and will place its own order(s) directly with the successful Vendor The Successful Vendor may contact the member districts to inform them about the contract award. There shall be no obligation on the part of any participating district to utilize the contract(s). D. A negative reply by the Vendor will not adversely affect consideration of the Vendor s Solicitation response. E. Each participating district has the option of executing a separate contract with the successful Vendor, which may contain general terms and conditions unique to that contracting district. If, when preparing such contract, the general terms and conditions of a district are unacceptable to the successful Vendor, the successful Vendor may withdraw its extension of their offer to that district. F. The Contract Lead District shall not be held liable for any costs or damages incurred by another district as a result of any award extended to that district by the Successful Vendor. BY SIGNATURE BELOW, THE VENDOR HEREBY AUTHORIZES THE MEMBER AS INDICATED BELOW TO ADOPT ANY CONTRACT RESULTING FROM THE VENDOR S RESPONSE TO THIS SOLICITATION. YES NO YES, with the exception of the following districts: Vendor Name: Printed Name of Authorized Company Official: Signature of Company Official: Date: Austin ISD Contract & Procurement Services
INTERLOCAL COOPERATIVE AGREEMENT CLAUSE Pursuant to the Texas Education Code 44.031 (a) (5), the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code and Chapter 271 of the Texas Local Government Code, government entities, i.e. state agencies, local governments and school districts, are authorized to enter into cooperative/interlocal agreements to allow the procurement process to be performed by a single entity on behalf of all those electing to participate. Any of the above entities may be granted the privilege of joining the awarded contract at the option of the successful Proposer only. If authorized by the Proposer, the government entities would be eligible, but not obligated, to purchase goods and/or services in accordance with the terms, conditions, specifications, and pricing established under the contract(s) awarded to the Austin Independent School District as a result of this solicitation. In the event the successful Proposer allows another government entity to join the Austin Independent School District contract, it is expressly understood that Austin Independent School District shall in no way be liable for the obligations of the joining government entity. All purchases by a government entity other than Austin Independent School District will be billed directly to that government entity and paid by that government entity. Austin Independent School District will not be responsible for another governmental entity s debts. Each government entity will order its own material/service as needed. Several government entities around the Austin Independent School District may have an interest in being included in a contract resulting from this solicitation. Should these government entities decide to participate in this contract, would you (the Proposer) agree that all terms, conditions, specifications, and pricing would apply? Yes No FIRM NAME AUTHORIZED OFFICER OR AGENT PRINTED NAME TITLE DATE SIGNED: Austin ISD Contract & Procurement Services