Municipal Advisor RFQ 20-0202R.pdf

RFQ# 20-0202R/Municipal Advisor Services Page 1

R E Q U E S T F O R Q U O T E

RFQ# 20-0202R / Municipal Advisor Services

BIDBUY BID# B-20919

*Quotes must be submitted no later than as published on the Bid in BidBuy.

AGENCY: The Illinois State Toll Highway Authority (“Tollway”) ADDRESS: 2700 Ogden Avenue CITY: Downers Grove, Illinois 60515 CONTACT: Desiree Liberti, Senior Contract Negotiator PHONE: 630-241-6800 ext. 4605 EMAIL: desiree.liberti@getipass.com

Specifications and Requirements

1. DESCRIPTION OF SUPPLIES AND SERVICES

1.1. SUPPLIES AND/OR SERVICES REQUIRED: The Illinois State Toll Highway Authority (ISTHA) is seeking a vendor to provide, for a period of up to six months, financial advisory services as a municipal advisor registered with both the Securities and Exchange Commission (“SEC”), as required by Section 15B of the Securities Exchange Act, and the Municipal Securities Rulemaking Board (“MSRB”), in connection with one or both of the following bond issuances:

(a) Approximately $600,000,000 of senior-lien (on parity with all outstanding Tollway bonds) fixed-rate revenue bonds to refund all or portions of the Tollway’s Series 2013A and 2014B bonds, for purposes of reducing debt service (the “Refunding Bonds issuance”); and/or

(b) Approximately $400,000,000 of senior-lien (on parity with all outstanding Tollway bonds) fixed-rate revenue bonds to finance costs of the Tollway’s capital program known as the Move Illinois Program (the “New Money Bonds issuance”).

Services for bond issuance shall include one of the following. Pricing is requested in Section 3, for each of the following.

1. For either the Refunding Bonds issuance or the New Money Bonds issuance, review of and advice related to: structure; timing; terms and covenants; documentation, including the Preliminary Official Statement, Official Statement, investor presentation, rating agency presentations, and other documents as requested by the Tollway; all matters pertaining to the pricing of the bonds, which such review/advice shall include a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing; and other similar matters related to bond issuance, and, as requested by the mailto:desiree.liberti@getipass.com

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Tollway, review of information received by the Tollway from bond underwriting firms, for purposes of the independent registered municipal advisor (“IRMA”) exemption to the SEC’s Municipal Advisor Rule.

2. For both the Refunding Bonds issuance and the New Money Bonds issuance, review of and advice related to: structure; timing; terms and covenants; documentation, including the Preliminary Official Statement, Official Statement, investor presentation, rating agency presentations, and other documents as requested by the Tollway; all matters pertaining to the pricing of the bonds, which such review/advice shall include a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing; and other similar matters related to bond issuance, and, as requested by the Tollway, review of information received by the Tollway from bond underwriting firms, for purposes of the independent registered municipal advisor (“IRMA”) exemption to the SEC’s Municipal Advisor Rule.

3. For either the Refunding Bonds issuance or the New Money Bonds issuance, review of and advice related to the pricing of the bonds, including a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing.

4. For both the Refunding Bonds issuance and the New Money Bonds issuance, review of and advice related to the pricing of the bonds, including a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing.

Compensation in connection with a given bond issuance will be contingent on execution of a bond purchase agreement, and payment will be contingent on bond closing.

1.2. MILESTONES AND DELIVERABLES: The New Money Bonds issuance is currently expected in the second quarter of the Tollway’s fiscal year ending December 31, 2021. The timing of the Refunding Bonds issuance is contingent on market conditions. The sale of the Refunding Bonds is currently expected to occur before the sale of the New Money bonds. All timing is subject to change.

1.2.1. INVOICES: The Vendor shall present itemized invoices within fifteen (15) days of a bond closing.

1.3. VENDOR/STAFF SPECIFICATIONS: Vendor must be currently registered in good standing as a municipal advisor with: (a) the Securities and Exchange Commission (“SEC”), as required by Section 15B of the Securities Exchange Act; and (b) the Municipal Securities Rulemaking Board (“MSRB”). Vendor must list three (3) bond issuances, each within the last three years, of $100+ million par amount of revenue bonds secured by toll revenues, for which the vendor is listed as municipal advisor. Vendor must list two bond issuances, each within the last three years, of $50+ million par amount of bonds issued by the State of Illinois (“State”) or one of the agencies or component units included in the State’s most recent comprehensive annual financial report (for year ended 6/30/2019), for which the vendor is listed as municipal advisor.

1.4. TRANSPORTATION AND DELIVERY (if applicable): N/A

2. TERM AND TERMINATION

2.1 TERM OF THIS CONTRACT: The estimated duration of this contract shall be for the period of six (6) months from April 1, 2021 through September 30, 2021. Unless otherwise specified, this Contract shall commence upon the last dated signature of the Parties.

2.2 RENEWAL: This Contract may not be renewed unless the renewal period(s) and any applicable conditions are shown below. The renewal shall be subject to the same terms and conditions as the original Contract unless

RFQ# 20-0202R/Municipal Advisor Services Page 3 otherwise stated below. Renewal pricing is shown below. However, the Contract may not renew automatically, nor may the contract renew solely at the Vendor’s option.

This Contract does not contain any renewal options and therefore cannot be renewed.

2.3 TERMINATION FOR CAUSE: The State may terminate this Contract, in whole or in part, immediately upon notice to the Vendor if it is determined that the actions, or failure to act, of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause jeopardy to health, safety, or property. The Contract may be terminated if the State determines that the Vendor lacks the financial resources to perform under the Contract. If Vendor fails to perform to the State’s satisfaction any material requirement of this Contract or is in violation of a material provision of this Contract, the State shall provide written notice to the Vendor requesting that the breach or noncompliance be remedied within the period of time specified in the State’s written notice. If the breach or noncompliance is not remedied by that date the State may either:

a. immediately terminate the Contract without additional written notice or

b. enforce the terms and conditions of the Contract, and in either event seek any available legal or equitable remedies and damages.

2.4 TERMINATION FOR CONVENIENCE: Following thirty (30) days written notice, the State may terminate this Contract in whole or in part without the payment of any penalty or incurring any further obligation to the Vendor. Following any such termination for convenience, the Vendor shall be entitled to compensation upon submission of invoices and proof of claim for services provided under this Contract up to and including the date of termination.

This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if the Illinois General Assembly or the federal funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason. 30 ILCS 500/20-60.

The Vendor shall be entitled to compensation upon submission of invoices and proof of claim for supplies and services provided in compliance with this contract up to and including the date of termination.

2.5 INSURANCE: Vendor shall, at all times during the term of this contract and any renewals or extensions, maintain and provide a Certificate of Insurance against claims. The Vendor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work by the Vendor, his/her agents, representatives, employees or Subcontractors. Work shall not commence until insurance required by this section has been obtained, and documentation has been submitted to and accepted by the Tollway. The insurance companies providing coverage shall be rated by A.M. Best Company with a Financial Strength Rating of A- or better and a financial size category of not less than VII. Insurance coverage shall not limit Vendor’s obligation to indemnify, defend or settle any claims.

A. Minimum Scope of Insurance Coverage shall be at least as broad as:

1. Commercial General Liability coverage on an unmodified, Insurance Service Office “Occurrence” form, current edition or an alternative form providing equivalent protection.

2. Automobile Liability on an unmodified, Insurance Service Office form, current edition or an alternative form providing equivalent protection.

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3. Workers Compensation insurance as required by the State of Illinois and including Employers’ Liability.

4. Professional Liability / Errors & Omissions covering any act, error or omission in the rendering of or failure to render services required for the Contract.

B. Minimum Limits of Insurance Contractor or vendor shall maintain no less than:

1. Commercial General Liability: limits of liability of not less than $1,000,000 each occurrence for bodily injury, personal injury, and property damage and $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate.

2. Automobile Liability: limit of liability of not less than $1,000,000 combined single limit per accident for bodily injury and property damage each accident.

3. Workers Compensation and Employers’ Liability: Workers Compensation providing statutory benefits, and Employers’ Liability of not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit, including voluntary compensation.

4. Professional Liability / Errors & Omissions: limits of liability of not less than $2,000,000 per claim and $2,000,000 aggregate.

The Illinois State Toll Highway Authority together with its officials, directors, and employees, shall be named “Additional Insured” as part of the commercial general liability and automobile liability coverage. These policies shall be primary for the Additional Insured and not contributing with any other insurance or similar protection available to the Additional Insured, whether said other coverage be primary, contributing or excess. Policies shall contain a waiver of subrogation waiving any rights of recovery that the insurer(s) may have against the Tollway and its officials, directors, and employees.

The Professional Liability / Errors & Omissions insurance shall be continuously maintained for the duration of the Contract and for a period of five (5) years after completion of the Contract. The Professional Liability / Error & Omissions insurance policy may be written on a claims-made policy form. If written on a claims-made basis, the policy retroactive date must be shown and must be before the date of the Contract.

All deductibles or self-insured retentions must be declared and accepted by the Tollway. Proof of insurance shall include copies of the applicable “additional insured” endorsements for the review of and approval by the Tollway. Any failure by the Tollway to request proof of insurance will not waive the requirement for procuring and maintaining the minimum insurance coverages specified.

3. STANDARD TERMS AND CONDITIONS

3.1 CONTRACT DOCUMENTS: Upon award, vendors will be required to complete a contract along with applicable forms and disclosures. The required forms are as follows, and are not required at the time of bid submission.

They may be located on the CPO’s website at:

https://www2.illinois.gov/cpo/general/Pages/SolicitationandContractTemplates.aspx

FORMS A

Complete this section if you are not using an Illinois Procurement Gateway (IPG) Registration # https://www2.illinois.gov/cpo/general/Pages/SolicitationandContractTemplates.aspx

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OR

FORMS B

Complete this section only if you are using an IPG Registration #

3.2 INVOICING INFORMATION

Vendor(s) are required to attest to the standards set forth in this contract and must include the following statement on every one of their invoices delivered to the Tollway pursuant to statute 605 ILCS 10/16.1.

This statement must be imprinted on the invoice or an attachment attesting to the following statement:

INVOICE#_____________ INVOICE DATE_____________

“The Seller, _______________________________ hereby certifies that the goods, merchandise and wares shipped in accordance with the attached delivery invoice have met all the required standards set forth in the purchasing contract”.

Authorized Representative

If the Vendor does not comply with attesting to the statute 605 ILCS 10/16.1 this will cause delay in payment.

All invoices must include original order date to ensure accurate and timely payment processing.

Invoices shall be sent to the following address:

Illinois Tollway

Attention: Procurement P.O. Box 3094

Lisle, Illinois 60532-8094 Email: FinanceInvoices@getipass.com mailto:FinanceInvoices@getipass.com

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Pricing

*Notes to Vendor: All Quoted prices shall be valid for 180 days from date of submission.

No price increases shall be accepted.

In the event of a price decrease, the Tollway is guaranteed to receive the lowest price.

If the Tollway issues an award, the award will be made to the Responsive/Responsible bidder who submits the lowest fixed fee. The earining of compensation for a bond issue is contingent on bond sale, and the payment of compensation earned is contingent on bond closing.

3.3 METHOD AND RATE OF COMPENSATION:

Please complete the table on the following page. Four (4) fixed fees are requested. The Tollway intends to select, in its sole discretion, the firm providing the lowest fee within one of the four (4) categories requested.

The Tollway expects to select one firm. The Tollway reserves the right to decline any and all bids. Vendors shall submit all four (4) fixed fees in order to be considered responsive. Failure to bid on all items shall result in a disqualified bid. Compensation in connection with a given bond issuance will be contingent on execution of a bond purchase agreement, and payment will be contingent on bond closing.

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BOND ISSUE(S) SERVICES FEE

1. For either (but not both) the Refunding Bonds issuance or the New Money Bonds issuance described in Section 1.1.

Review of and advice related to: structure; timing; terms and covenants; documentation, including the Preliminary Official Statement, Official Statement, investor presentation, and rating agency presentations, and other documents as requested by the Tollway; all matters pertaining to the pricing of the bonds, which such review/advice shall include a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing; and other similar matters related to bond issuance, and, as requested by the Tollway, review of information received by the Tollway from bond underwriting firms, for purposes of the IRMA exemption to the SEC’s Municipal Advisor Rule.

2. For both the Refunding Bonds issuance and the New Money Bonds issuance described in Section 1.1.

Review of and advice related to: structure; timing; terms and covenants; documentation, including the Preliminary Official Statement, Official Statement, investor presentation, and rating agency presentations, and other documents as requested by the Tollway; all matters pertaining to the pricing of the bonds, which such review/advice shall include a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing; and other similar matters related to bond issuance, and, as requested by the Tollway, review of information received by the Tollway from bond underwriting firms, for purposes of the IRMA exemption to the SEC’s Municipal Advisor Rule.

3. For either (but not both) the Refunding Bonds issuance or the New Money Bonds issuance described in Section 1.1.

Review of and advice related to the pricing of the bonds, including a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing.

4. For both the Refunding Bonds issuance and the New Money Bonds issuance described in Section 1.1.

Review of advice related to the pricing of the bonds, including a pre-pricing report prepared by the municipal advisor and provided to the Tollway in advance of bond pricing.

COMPANY NAME:

PRICE(S) QUOTED BY:

DATE:

SIGNATURE:

IPG Registration Number: Expiration Date:

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Yes No Vendor is registered with both the Securities and Exchange Commission (“SEC”), as required by Section 15B of the Securities Exchange Act, and the Municipal Securities Rulemaking Board (“MSRB”)