RFP605CO21001291_Dec_9_24_solicitation_doc.pdf

Solicitation Number: RFP605CO21001291

Investment Banking Services

MODOT Request for Proposal (RFPR)

MoDOT - Dept of Transportation

March 19, 2021 - April 13, 2021

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General Header Information

RFP605CO21001291

No. RFP605CO21001291 Title: Investment Banking Services Start Date: March 19, 2021 at 2:00:00 PM CDT End Date: April 13, 2021 at 2:00:00 PM CDT Vendor Q&A Start Date:

Vendor Q&A End Date:

Estimated Total Value:

Who can respond to this bid? : All Vendors Description: MHTC seeks to select a Pool of qualified Firms to provide investment banking services. The Firms selected for the Pool agree to provide these services to the MHTC for MHTC Bond transactions issued by the MHTC on a negotiated basis and will consult with the MHTC’s representative regarding the services provided pursuant to this RFP.

Due to CDC recommendations on COVID-19, MoDOT will not be accepting walk-in proposals at this time. MoDOT will still receive proposals electronically through MissouriBUYS, by mail through USPS, UPS, or FEDEX. Contact the buyer of record via email at Melissa.Harbian@modot.mo.gov if you intend to submit a hard copy bid.

MoDOT will not accept any email proposals. Contact the buyer of record via email at Melissa.Harbian@modot.mo.gov if you intend to submit a hard copy bid. MoDOT will not accept any email proposals.

Delivery Terms: Free On Board Destination Payment Terms: Net 30 Days Contact Information: MoDOT - Dept of Transportation

Melissa Harbian 830 MoDOT Drive Jefferson City MO, 65101 United States Tel: 573-522-4404 Fax: 573-526-6948 melissa.harbian@modot.mo.gov

Contact Details: If you have any questions, please contact:

Melissa Harbian 830 MoDOT Drive Jefferson City MO, 65101 United States Tel: 573-522-4404 Fax: 573-526-6948 melissa.harbian@modot.mo.gov

Selected Categories:

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Header Custom Fields:

RFP605CO21001291

NOTICE

Vendor Responsibility

The vendor is solely responsible for ensuring timely submission of their solicitation response. Failure to allow adequate time prior to the solicitation end date to complete and submit a response to a solicitation, particularly in the event technical support assistance is required, places the vendor and their response at risk of not being accepted on time.

The State of Missouri's Privacy Policy can be accessed here.

MODOT Section Numbering

Section Numbering All section numbering contained in this solicitation is for the convenience of reference only and is not intended to define or limit the scope of any provision of this solicitation and may not be sequential.

Addendum 01

Addendum 01

RFP605CO21001291

Investment Banking Services

The following clarifications, and/or additional information, are believed to be of general interest to all potential Offerors. All other terms and conditions remain unchanged and in full force.

Added Attachments: Purchasing Affidavit 1 and 2, Exhibit M - Anti-Discrimination Against Israel Act

Certification, and Exhibit P - Buy America Form.

Addendum 02

Addendum 02 http://www.mo.gov/privacy-policy/

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ADDENDUM 02

Investment Banking Services

The following clarifications, and/or additional information, are believed to be of general interest to all potential Offerors. All other terms and conditions remain unchanged and in full force.

QUESTION 1: For Question 5.1.1.1.2 of the RFP, should we include senior managed rankings, co-managed rankings, or both?

RESPONSE: Both.

QUESTION 2: For Section 2.1 of the RFP, do we have to provide a fee proposal? If so, where should it be included?

RESPONSE: No, pricing will be determined later at the time of each financing.

QUESTION 3: For Question 5.1.1.3 of the RFP, can we put resumes in the appendix?

RESPONSE: No. Please answer question 5.1.1.3 in the body of the proposal.

QUESTION 4: For Section 6.3.4 of the RFP, where should the Underwriters’ Counsel recommendations be included?

RESPONSE: Firms can include a section titled 6.3: Other Information and address any other items that may want to provide under this section. Subject to the 20 page limit.

QUESTION 5: For Section 7.30 of the RFP, where can Exhibit M “Anti-Discrimination Against

Israel Act Certification” be found?

RESPONSE: It is an attachment to this RFP, see "Document Attachment" section.

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Solicitation Requirements:

RFP605CO21001291

MoDOT Instructions for Submitting a Response

Instructions for Submitting a Response

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The Missouri Department of Transportation advertises all of its bid solicitation documents on the

MissouriBUYS Bid Board (https://www.missouribuys.mo.gov). MissouriBUYS is the State of

Missouri’s web-based statewide eProcurement system which is powered by WebProcure, through our partner, Perfect Commerce.

IMPORTANT NOTICE TO ALL VENDORS:

In response to the challenges the novel Coronavirus (COVID-19) presents, effective immediately, the Missouri Department of Transportation hereby restricts receipt of all bid respones to electronic submissions. Hard copy submissions may be permitted based on the circumstances and content of the relevant solicitation with the approval of the buyer five

(5) business days prior to the solicitation close date.

The solicitation as it appears digitally on the MissouriBUYS website is the official document of record. It is incumbent on the Vendor to inspect and ensure any downloaded or printed version of the solicitation that it contains all information, terms and conditions contained in the solicitation as it appears digitally on the MissouriBUYS website. In the event of any dispute regarding the contents of the solicitation, the solicitation as it appears digitally on the MissouriBUYS website shall take precedence and priority over any other downloaded or printed version of the solicitation.

The vendor is solely responsible for ensuring timely submission of their solicitation response. Failure to allow adequate time prior to the solicitation end date to complete and submit a response to a solicitation, particularly in the event technical support assistance is required, places the vendor and their response at risk of not being accepted on time.

To respond electronically to a solicitation, the vendor must first register with MissouriBUYS by going to the MissouriBUYS Home Page (https://missouribuys.mo.gov), clicking the “Register” button at the top of the page, and completing the Vendor Registration. Once registered the vendor should log back into MissouriBUYS and edit their profile by selecting the organizational contact(s) that should receive an automated confirmation of the vendor’s electronic bid responses successfully submitted to the state.

To respond electronically to a solicitation, the vendor must login to MissouriBUYS and locate the desired solicitation on the Bid Board. The vendor must read and accept the current Solicitation

Documents and any subsequent addendums, as well as complete pricing and any other identified requirements. Vendors should upload their completed response to these accepted documents

(including exhibits, forms, and other information concerning the solicitation) as an attachment to the electronic solicitation response. Step-by-step instructions for how a registered vendor responds to a solicitation electronically are available on the MissouriBUYS system at:

https://missouribuys.mo.gov/sites/missouribuys/files/How_To_Respond_To_A_Solicitation.pdf https://www.missouribuys.mo.gov https://missouribuys.mo.gov https://missouribuys.mo.gov/sites/missouribuys/files/How_To_Respond_To_A_Solicitation.pdf

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Addendum Document: If an addendum document is subsequently issued, please follow these steps to accept the addendum document(s).

1. If you have not accepted the original solicitation document go to the Overview page, find the section titled, Original Solicitation Documents, review the solicitation document(s) then click on the box under Select, and then click on the Accept button.

2. To accept the addendum document, on the Overview page find the section titled Addendum

Document, review the addendum document(s) then click on the box under Select, and then click on the Accept button.

Note: If you submitted an electronic response prior to the addendum date and time, you should review your solicitation response to ensure that it is still valid by taking into consideration the revisions addressed in the addendum document. If a revision is needed to your solicitation response and/or to indicate your acceptance of the addendum document, you will need to retract your response and re-submit your response by following these steps:

1. Log into MissouriBUYS.

2. Select the Solicitations tab.

3. Select View Current Solicitations.

4. Select My List.

5. Select the correct Opportunity Number (Opportunity No); the Overview page will display.

6. Click on Review Response from the navigation bar.

7. Click on Retract if your response needs to be revised.

8. A message will come up asking, “Are you sure you want to retract the Bid”. Click on Continue to confirm.

9. Click on Respond and revise as applicable.

10. Click on Review Response from the navigation bar and then click on Submit to submit your response.

1. MODOT RFP STANDARD PROPOSAL PROVISIONS

1.1. Standard Provisions

The solicitation for the procurement of services referenced therein, is being issued under, and governed by, the provisions of Title 7 Missouri Department of Transportation, Division 10 Missouri Highways and

Transportation Commission, Chapter 11 Procurement of Supplies, of the Code of State Regulations. The

Missouri Highways and Transportation Commission (MHTC/Commission), acting by and through its operating arm, the Missouri Department of Transportation (MoDOT), draws the Offerors attention to said 7

CSR 10-11 for all the provisions governing solicitation and receipt of proposals and the award of the contract pursuant to this solicitation.

1.2. Standard Provisions

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All proposals must be submitted by a responsible officer or employee of the firm. Obligations assumed by such submission must be fulfilled.

1.3. Standard Provisions

MHTC reserves the right to reject any and all proposals for any reason whatsoever. Time is of the essence for responding to the RFP within the submission deadlines.

2. MODOT RFP PROPOSAL CERTIFICATION

2.1. Proposal Certification

The Offeror shall provide a fee proposal to MHTC in accordance with the terms of this Request for Proposal

(RFP). All services shall be performed at the fees offered and in accordance with the terms of this RFP.

2.2. Proposal Certification

By submission of the proposal, each Offeror, and in the case of a joint proposal, each party thereto as to its own organization, under penalty of perjury, certifies to the best of its knowledge and belief:

2.2.1. The prices in this proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Offeror or any competitor.

2.2.2. Unless otherwise required by law, the proposed prices have not been knowingly disclosed by the

Offeror prior the opening, directly or indirectly, to any other Offeror or to any competitor.

2.2.3. No attempt has been made or will be made by the Offeror to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition.

2.2.4. The Offeror certifies this proposal is made without any connection with any other person, firm, organization or business entity making a proposal for the same purpose, and is in all respects fair and without collusion or fraud, and that no elected official or other member, officer or employee or person whose salary is payable in whole or in part from the MHTC/MoDOT is directly or indirectly interested therein, or in any portion of the profits thereof.

3. MODOT RFP GENERAL DESCRIPTION AND BACKGROUND

3.1. General Description

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This document constitutes a Request for Proposals (RFP) from qualified firms (Firms or Offerors) to provide investment banking services to the Missouri Highways and Transportation Commission

(MHTC or Commission) and the Missouri Department of Transportation (MoDOT). The purpose of the RFP is to solicit your Firm’s proposal to be included in a pre-qualified investment banking services pool (Pool) that shall be selected by the MHTC. The MHTC may select from the Pool that number of Firms that shall underwrite the Commission’s Bonds (as book-running senior manager, as a co- senior manager or as a co-manager) and other debt instruments authorized by the

MHTC’s Debt Management Policy (Attachment 1) to be issued by the MHTC on a negotiated basis to meet its debt financing requirements. The MHTC has the sole discretion to use less than all of the Firms selected under this RFP for a particular bond issuance during the period covered by this

RFP. The MHTC reserves the right to rotate the members of its Pool on future financings. The

Firms chosen to be part of the Pool are not guaranteed to participate in any future MHTC Bond issuance. The MHTC reserves the right in its sole discretion to conduct during the time period that this RFP is effective any or all MHTC Bond issues as a competitive sale that would not use investment banking services of any entity in the pool. No joint proposals will be accepted.

3.2. Background

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The MHTC is seeking qualified Firms to provide investment banking services related to the negotiated underwriting of refunding Bonds issued under the Senior Master Indenture, dated

December 1, 2000, as amended, and new and refunding Bonds issued pursuant to the Master

Bond Indentures, dated as of July 1, 2005 and December 1, 2008 as amended and supplemented.

The Pool would also be eligible to provide investment banking services related to the negotiated underwriting of new bonds issued under future indentures as a result of newly created funding sources. The MHTC’s multi-lien debt structure provides the framework for financing construction or reconstruction of the State Highway System (SHS).

The MHTC is created by Article IV, Section 29 of the Missouri Constitution which, together with

Chapters 226 and 227 of the Revised Statutes of Missouri (RSMo), as amended, grant the MHTC authority over MoDOT and the state highway system, as well as all other transportation programs and facilities as provided by law, including aviation, railroads, mass transportation, ports and waterborne commerce. Article IV, Section 29 through 34 of the Missouri Constitution together with the statutes referenced above authorize the MHTC to issue State Road Bonds to finance or refinance the construction or reconstruction of the SHS and requires that the first priority for payment from the State Road Fund (SRF) shall be the principal and interest on outstanding State

Road Bonds. Also, moneys deposited in the State Road Bond Fund (SRBF) shall only be used to fund the repayment of MHTC Bonds issued to fund construction and reconstruction of the SHS or to fund refunding Bonds.

During the 2000 legislative session, the Missouri General Assembly passed legislation authorizing the MHTC to issue up to $2.25 billion of Bonds. The intent was to jumpstart road and bridge construction prior to passing a statewide tax increase for transportation. From December 2000 through November 2003, the MHTC issued four Bond series totaling $907.0 million for statewide construction projects. The MHTC decided not to utilize the entire bonding authority after a proposed transportation tax was defeated by the voters in 2002. The Bonds issued under this authority are referred to as Senior Lien Bonds.

On November 2, 2004, Missouri voters passed Constitutional Amendment 3 (A-3) to amend Article

IV, Section 30(b) of the Missouri Constitution to require proceeds from the state’s motor vehicle sales tax that were previously deposited into the General Revenue Fund to instead be deposited into the SRBF. During the 2019 legislative session, the Governor recommended, and the Missouri

General Assembly passed legislation that supported the Commission to issue, as well as appropriated General Revenue Funds to pay debt service for, $301.0 million in state road bonds.

Since 2005, the MHTC has issued seven series of new A-3 Bonds totaling $2.156 billion through a multi-lien debt structure.

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MoDOT’s state revenues consist of highway user taxes and fees and are pledged for repayment of

Senior, First, Second and Third Lien Bonds. The MHTC also has issued $927.7 million in Grant

Anticipation Revenue Vehicles (GARVEE) Bonds, with the MHTC’s reimbursements of federal-aid highway moneys pledged as the primary revenue stream for repayment of the GARVEE Bonds.

The outstanding GARVEE Bonds also have a subordinate pledge of SRF and SRBF revenues.

The MHTC has issued various types of Bonds, including tax-exempt fixed rate debt, taxable fixed rate Build America Bonds (BABs) and tax-exempt variable rate debt (which has been fully paid off).

Attachment 2 provides a summary of the MHTC’s lien structure. As of February 2, 2021, debt outstanding and credit ratings on outstanding MHTC debt are as follows:

Liens Par Amount Outstanding

Ratings

(S&P, Moody’s & Fitch)

Senior Lien $34,480,000 AAA Aaa AAA

First Lien $507,405,000 AAA Aaa AAA

Second Lien $117,170,000 AAA Aa1 AA+

Third Lien $364,725,000 AA+ Aa1 AA+

GARVEE Lien $550,380,000 AA+ Aa1 AA+

Total $1,574,160,000

The MHTC currently anticipates issuing new Bonds in fiscal year 2022. New debt capacity will be influenced by new or additional pledged revenues, the amortization of existing debt obligations, as well as, the possible development of new revenue sources that may be authorized in the future by the Missouri legislature and Missouri voters. Respondents should refer to the MHTC’s Debt

Management Policy for parameters related to debt coverage and debt issuance.

3.3. Service Period

The selected Pool of pre-qualified Firms will provide investment banking services for the performance of the services described in this RFP from July 1, 2021 through an initial period ending June 30, 2024 with an option for two additional one-year periods, or any portion therein, at the sole discretion of the MHTC’s representative.

3.4. Renewal Period

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The contract shall not bind, not purport to bind, the MHTC for any contractual commitment in excess of the original contract period. The Commission shall have the right, at its sole option, to extend the contract for two (2) additional one-year periods, or any portion thereof. In the event that the Commission exercises its options to extend the contract, such extension must be accomplished by a formal contract amendment approved and signed by representatives of the Contractor and

Commission, respectively, each of whom being duly authorized to execute the contract amendment on behalf of the Contractor and Commission, respectively.

3.5. Schedule of Events

Below is the schedule that will be followed. Unless otherwise specified, the time of day will be 7:30 a.m. to 4:00 p.m. Central Time. MHTC reserves the right at its sole discretion to expand this schedule, as deemed necessary, without any notification except for the deadline date for submitting a proposal.

3.5.1 March 19, 2021 - Issuance of RFP

3.5.2 March 26, 2021 - Deadline for Offerors to submit written questions and requests for clarification to the RFP Buyer of Contact, Melissa Harbian; email: Melissa.Harbian@modot.mo.gov

3.5.3 March 31, 2021 - Issuance of Amendment with resolution to any questions submitted.

3.5.4 April 13, 2021, 2:00 PM Central Time - Deadline for submission of proposals.

3.5.5 April 26 - April 29, 2021 - Interview Conference with Firms, if needed.

4. MODOT RFP SCOPE OF WORK AND SPECIFIC SERVICES

4.1 Scope of Work

4.1.1. The MHTC seeks to select a Pool to provide investment banking services. The Firms selected for the Pool agree to provide these services to the MHTC.

4.2 Specific Services

mailto:Lori.Tackett@modot.mo.gov

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4.2.1 The Firms shall work as team members with the MHTC’s representative and designated staff, trustee, bond counsel, financial advisor and others to complete work tasks related to the negotiated sale of MHTC Bonds and other debt instruments authorized by the MHTC’s Debt

Management Policy. In addition, the Firms shall provide the following specific professional services that result in a completed debt financing that is in the best interests of the MHTC:

4.2.1.1 Assist in the structuring of any MHTC Bond issue, including, but not limited to, the evaluation of the mode of debt to be issued, fixed or variable rate debt, as well as the determination of need for capitalizing interest, the establishment of specific redemption provisions and use of serial versus term Bonds.

4.2.1.2 Assist in the timely review and preparation of documents, including the Official Statement, Continuing Disclosure Agreement, indentures and other necessary bond-issuance related documents.

4.2.1.3 Market and underwrite the Bonds. Lead bankers are expected to develop a marketing plan that results in the most favorable Bond terms for the MHTC and prepare a pre-pricing analysis document for timely discussion prior to the Bond sale. The marketing plan will address current market conditions and present approaches to ensure that in-state retail, out-of-state retail and institutional markets are thoroughly addressed in advance of the pricing to maximize investor interest and participation.

4.2.1.4 As requested, assist in obtaining credit ratings and enhancements for the Bonds, participate in credit strategy discussions and attend credit rating agency presentations.

4.2.1.5 Purchase the Bonds at interest rates appropriate to the structure, size, term, credit quality and market conditions at the time of the sale of the Bonds.

4.2.1.6 Follow the MHTC’s written policies and verbal directions, for liability and designation procedures, pricing procedures and the process of selling debt obligations authorized under the

MHTC’s Bond program.

4.2.1.7 Provide remarketing services on variable rate financings.

4.2.1.8 Participate in the closing and post-sale analysis of the Bond issue.

4.2.1.9 Participate in meetings / conference calls as requested, including but not limited to informational and due diligence meetings.

4.2.2.1 Firms that propose only for a co-manager role shall be limited to the following scope of services:

4.2.2.2 Participate, if requested, in informational and due diligence meetings.

4.2.2.3 Assist the MHTC in successful marketing and sale of debt obligations authorized under the

MHTC’s Bond program to achieve the lowest possible borrowing cost.

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4.2.2.4 Follow the MHTC’s written policies and verbal directions, for liability and designation procedures, pricing procedures and the process of selling debt obligations authorized under the

MHTC’s Bond program.

5. MODOT RFP REQUIRED ELEMENTS OF PROPOSAL AND

SUBMISSION

5.1. Required Elements of Proposal

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5.1.1. Each Firm shall provide a cover letter signed by an authorized Firm representative stating he/she has read and understands all of the terms and conditions of doing business with the MHTC in response to this RFP. Indicate the role(s) your Firm is seeking consideration for in this RFP

(book running senior, co-senior, co-manager positions relative to fixed rate bonds; remarketing agent positions relative to variable rate debt instruments; etc.). Firms not considered as book running senior manager for debt transactions may be considered for co-senior or co-manager roles. For the Firms seeking to serve in a co-manager position only, provide past examples and detailed information how your Firm proposes to provide “added value” to the debt transaction.

Each Firm’s proposal must be divided into sections corresponding to the list of elements in this

RFP.

5.1.1.1. Commitment to Public Finance and Missouri: Describe your Firm’s commitment to public finance, including any pending plans that will affect the commitment to capital or resources to the municipal sector. Provide a broad overview of the scope of your business, addressing the following:

5.1.1.1.1. Staffing committed to public finance;

5.1.1.1.2. Rankings as reported by Refinitiv for the full year – 2020 in the categories of

Transportation Long Term Municipal New Issues and Variable Rate Long Term Municipal New

Issues;

5.1.1.1.3. Strength of national retail, Missouri retail and institutional distribution capabilities; and

5.1.1.1.4. Identify Missouri banking or brokerage office locations, employment, number of accounts under management and assets under management.

5.1.1.2. Experience and Expertise: Identify your Firm’s experience in offering the services requested in this RFP during the past two years. The description should include a list of the state transportation agencies and bond issues which your Firm has served or currently serves including your Firm’s role (senior, co-senior, etc.). Include, at a minimum, the name of the issue, the name of the issuer, the sale date, the size of the issue, whether the interest rate was fixed or variable, the amount of underwriting liability and the amount of securities sold by your firm at the initial offering price, percent sold retail and underlying ratings. Please also include the name, location, telephone number and email address of the person in your Firm so that the MHTC may contact them to discuss particulars of these municipal issuances. Describe how your Firm’s experience with other transportation issuers enhances your capacity to serve as a member of the Pool.

As part of this element, also include information describing your Firm’s experience and expertise working with state departments of transportation who have issued bonds, including but not limited to municipal and GARVEE bonds. Finally, address your experience working with other Missouri issuers as a senior and/or co-managing underwriter.

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In addition, provide a list of three municipal references for state transportation agencies, including name, address, telephone number, email address and type of financing completed for these clients in the past three years.

5.1.1.3. Personnel Assigned to the MHTC: Indicate the name, location, telephone number and email address of the primary contact person for your Firm, including a biography with particular attention to transportation experience. Also identify the lead trading desk professional who will be directing the marketing and pricing efforts for the MHTC Bonds and other debt instruments. Please provide a biography for each individual and their experience related to the development of transportation financing programs for the primary contact person and the marketing of transportation debt for the lead trading desk professional. In addition, list other personnel that would be assigned to the MHTC transactions and indicate their role. Information presented should highlight such personnel’s previous experience in providing investment banking services for tax-exempt bond programs, BABs and also should include the length of time in current position, current firm and municipal industry.

5.1.1.4. Distinguishing Attributes: Briefly describe any attributes / services that distinguish your

Firm from others offering similar services that would prove helpful to the MHTC in our evaluation, rating and selection process.

5.1.1.5. Retail and Institutional Capabilities: Describe your Firm’s retail and institutional distribution capabilities nationally and in Missouri. Describe any industry surveys or recent reports that support your claims of capital market penetration relative to your Firm’s competitors. If your

Firm desires consideration for potential variable rate financings, please comment on the marketing and distribution capabilities of short-term interest rate products for your Firm nationally and in

Missouri.

5.1.1.6. Financial Condition and Litigation / Investigations: Provide a three-year history of your Firm’s capital levels, specifically indicating the following:

5.1.1.6.1. Total Capital;

5.1.1.6.2. Uncommitted Excess Net Capital;

5.1.1.6.3. Limitation on Municipal Liability (per transaction); and

5.1.1.6.4. Total Public Finance Employees.

Describe any pending investigation of your Firm, or enforcement or disciplinary actions taken within the past three years by the Securities and Exchange Commission or other federal or state regulatory bodies in regard to your Firm.

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In addition, address if your Firm self-reported any violations under the Securities and Exchange

Commission’s Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. If your Firm self

-reported, provide a list indicating the issuer, the issuance date, a summary of the violation and the process your Firm used to notify the issuer of your Firm’s decision to self-report under the MCDC

Initiative.

Also, provide a summary of insurance coverage / bonding carried by the Firm that would be relevant to the services requested under this RFP.

5.2. Submission of Proposals

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5.2.1 Electronic Proposal Format - If a registered vendor is responding electronically through the

MissouriBUYS System website, in addition to completing the on-line pricing, the registered vendor should submit completed exhibits, forms, and other information concerning the proposal as an attachment to the electronic proposal. The registered vendor is instructed to review the RFP submission provisions carefully to ensure they are providing all required pricing, including applicable renewal pricing. Instructions on how a registered vendor responds to a bid on-line are available on the MissouriBUYS System website at: https://missouribuys.mo.gov/bidboard.html.

In the event that the vendor is an agency of state government or other such political subdivision which is prohibited by law or court decision from complying with certain provisions of an RFP, such vendor may submit a proposal which contains a list of statutory limitations and identification of those prohibitive clauses. The vendor should include a complete list of statutory references and citations for each provision of the RFP, which is affected by this paragraph. The statutory limitations and prohibitive clauses may (1) be requested to be clarified in writing or (2) be accepted without further clarification if the statutory limitations and prohibitive clauses are deemed acceptable. If

MHTC determines clarification of the statutory limitations and prohibitive clauses is necessary, the clarification will be conducted in order to agree to language that reflects the intent and compliance of such law and/or court order and the RFP.

5.2.1.1 The exhibits, forms, and Pricing Page(s) provided herein can be saved into a word processing document, completed by a registered vendor, and then sent as an attachment to the electronic submission. Other information requested or required may be sent as an attachment.

Additional instructions for submitting electronic attachments are on the MissouriBUYS System website. Be sure to include the solicitation/opportunity (OPP) number, company name, and a contact name on any electronic attachments. Electronic copies of the proposal and electronic attachments should be searchable.

5.2.1.2 In addition, a registered vendor may submit the exhibits, forms, Pricing Page(s), etc., through mail or courier service. However, any such submission must be received prior to the specified end date and time.

5.2.1.3 If a registered vendor submits an electronic and hard copy proposal response and if such responses are not identical, the vendor should explain which response is valid. MHTC will consider the response with the terms most favorable to MHTC.

5.2.2 Hard Copy Proposal Format - If the vendor is submitting a proposal via the mail or a courier service or is hand delivering the proposal, the vendor should include completed exhibits, forms, and other information concerning the proposal (including completed Pricing Page(s) with the proposal.

The vendor is instructed to review the RFP submission provisions carefully to ensure they are providing all required pricing, including applicable renewal pricing.

https://missouribuys.mo.gov/bidboard.html

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5.2.2.1 The proposal should be page numbered and the signed page one from the original RFP and all signed addendums should be placed at the beginning of the proposal.

5.2.2.2 The vendor should include one (1) original proposal. The front cover of the original proposal should be labeled original.

5.2.2.3 In addition, the vendor should include one (1) complete electronic copy of their proposal in

Microsoft compatible format on password protected flash drives. The electronic copy should be in a searchable format to facilitate the evaluation process. The vendor should be sure to provide the password so MoDOT can access the documents. The vendor should ensure all media is identical to the vendors hardcopy original proposal. In case of a discrepancy, the original hardcopy proposal document shall govern. Electronic copies of the proposal and electronic attachments should be searchable.

5.2.3 Signatures - Any form containing a signature line in this RFP and any amendments, pricing pages, etc., must be manually signed and returned as part of the proposal.

5.2.4 Pricing - The MHTC reserves the right to negotiate compensation terms for investment banking services under this RFP at the time of each financing. The MHTC reserves the right to use incentive based compensation for variable rate programs. Compensation will be contingent upon the issuance of Bonds and a Resulting Agreement.

5.2.4.1 Each Offeror is responsible for its own expense in preparing, delivering or presenting a proposal, and for subsequent interviews or negotiations with MHTC, if any, as provided for in this

RFP.

5.2.5 Proposal Life - The Offerors must include a statement in the proposal that indicates the length of time during which MHTC may rely on all proposal commitments. All proposals made in response to this RFP and quoted pricing must remain in effect for a period of not less than 90 days after the date for proposal submission. Any proposal accepted by MHTC for the purpose of contract negotiations shall remain valid until superseded by a contract or until rejected by MHTC.

5.2.6 Submission of All Information Required - The Offerors must respond to this RFP by submitting all the information required herein for its proposal to be evaluated and considered for award. Failure to submit all the required information shall be deemed sufficient cause for disqualification of a proposal from consideration.

5.2.7 Public Inspection - The Offerors are hereby advised that all proposals and the information contained in or related thereto are subject to Missouri Open Records Act and after contract award and execution of the Resulting Agreement shall be open to public inspection and may be viewed and copied by any member of the public; therefore, the MHTC does not assume any responsibility whatsoever in the event that such information is used or copied by individual persons or organizations.

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5.2.7.1 Offerors claiming a statutory exception to the Missouri Open Records Act must clearly identify any confidential documents. The Offeror must also specify which statutory exception provision applies. MHTC reserves the right to make determinations of confidentiality. If MHTC does not agree that the information designated is confidential under one of the disclosure exceptions to the Missouri Open Records Act, it may either reject the proposal or discuss its interpretation of the allowable exceptions with the Offeror. If agreement can be reached, the proposal will be considered. If agreement cannot be reached, MHTC will remove the proposal from consideration for award and return the proposal to the Offeror.

5.2.7.2 MHTC will not consider prices to be confidential information.

5.2.7.3 The Offeror must submit its proposal based on the conditions contained in this paragraph without reservations.

5.2.8 Clarification of Requirements - It shall be the Offerors responsibility to ask questions, request changes or clarification, or otherwise advise MHTC/MoDOT if any language, specifications or requirements of the RFP appear to be ambiguous, contradictory, and/or arbitrary, or appear to inadvertently restrict or limit the requirements stated in the RFP to a single source.

5.2.8.1 Any and all communication from Offerors regarding specifications, requirements, competitive proposal, etc., must be directed to the RFP Contact listed herein, unless the RFP specifically refers the Offerors to another contact. Such communication shall be received by the date noted in the Schedule of Events.

5.2.8.2 Every attempt will be made to ensure that the Offeror receives an adequate and prompt response. However, in order to maintain a fair and equitable proposal process, all Offerors will be advised, via the issuance of an addendum to the RFP, of any relevant or pertinent information related to the procurement. Therefore, Offerors are advised that unless specified elsewhere in the

RFP, any questions received after the listed date may not be answered.

5.2.9 Interview Conference - After an initial screening of the written proposals, any, or all of the

Offerors submitting a proposal in response to this RFP may be required to give an oral presentation of their proposal. Additional technical information may be requested for clarification purposes, but in no way to change the original written proposal submitted. The MHTC reserves the right, in its sole discretion, to decide to conduct interviews with any or all of the Offerors. The MHTC reserves the right, in its sole discretion, to determine the interview method, format and location. If an interview is conducted, it is preferred that the interviewed the Offerors personnel to be assigned to the work, as well as key representatives, be present at and participate in the interview.

5.2.10 Official Position of MHTC - The Offerors are cautioned that the only official position of the

MHTC and MoDOT is that which is issued by MHTC in the RFP or an amendment thereto. No other means of communication, whether oral or written, shall be construed as a formal or official response or statement.

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5.2.11 Submission of Proposals - Firms are responsible for submission of accurate, adequate and clear descriptions of the information requested. Omissions, vagueness or inaccurate descriptions or responses shall not be interpreted in favor of the Offeror and shall be grounds for rejection. This document is not an offer to contract, but is an RFP. Neither the issuance of the RFP, preparation and submission of a response, nor the subsequent receipt and evaluation of any response by the MHTC, will commit the MHTC to award a contract to any Offeror even if all of the requirements in the RFP are met. The MHTC may modify these requirements in whole or in part and/or seek additional Offerors to submit proposals. Only the execution of a Bond Purchase

Agreement with the senior managing underwriter to negotiate a future bond issue (the Resulting

Agreement) will obligate the MHTC in accordance with the terms and conditions contained therein.

5.2.11.1 Proposals shall not exceed 20 pages, front and back, excluding a one page cover page, with minimum margins of 1 inch, and minimum 11 point font size.

6. MODOT RFP EVALUATION FACTORS AND PROCESS

6.1. Evaluation Factors

6.1. Evaluation Factors - The following factors shall be considered in the evaluation of the proposals:

6.1.1. Evaluation Criteria - Any agreement for services resulting from this RFP shall be awarded to the Firms providing the best proposals to the MHTC. After determining responsiveness, proposals will be evaluated in accordance with the following criteria:

6.1.1.1. Commitment to Public Finance and Missouri - 10 Maximum Points

6.1.1.2. Experience and Expertise - 20 Maximum Points

6.1.1.3. Personnel Assigned to the MHTC - 25 Maximum Points

6.1.1.4. Distinguishing Attributes - 15 Maximum Points

6.1.1.5. Retail and Institutional Capabilities - 25 Maximum Points

6.1.1.6. Financial Condition and Litigation / Investigations - 5 Maximum Points

6.1.2. Historic Information - The MHTC reserves the right to consider historic information and facts, whether gained from the Firm's proposal, presentations or interviews as applicable, references, or other sources, including but not limited to the listed subcontractors, in the evaluation process.

6.1.3. Responsibility to Submit Information - Each Firm is cautioned that it is the Firm's sole responsibility to submit information related to the evaluation criteria and the MHTC is under no obligation to solicit such information if it is not included with the Firm's proposal. Failure of the Firm to submit such information may cause an adverse impact on the evaluation of the Firm's proposal.

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6.2. Proposal Review/ Evaluation

MHTC will select a group of individuals to comprise the proposal review team. MHTC may, in its sole discretion, form a subgroup of the proposal review team, consisting of one or more team members, to comprise a separate proposal evaluation team that would be responsible for evaluating proposals with regard to compliance with RFP requirements. All evaluation team members will use the evaluation criteria stated above and present the evaluations to the review team for further action in the proposal evaluation and contract award process. If MHTC opts to not create a separate subgroup proposal evaluation team, the proposal review team shall also act as the proposal evaluation team.

6.3 Other Information

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6.3 Other Information:

6.3.1. Sole Authority to Select Firm(s) - The MHTC has the sole authority to select the Firms that will be authorized to be a member of the Pool through this RFP. The MHTC also reserves the right to select among those Firms in the Pool for participation, or not, in each negotiated sale of bonds as the MHTC deems necessary for each sale.

6.3.2. Request for Ideas and Advice - The MHTC or MoDOT may, from time to time, seek ideas, advice and proposals from Firms included in the Pool. The MHTC and MoDOT will consult with its municipal advisor before acting on any ideas and advice provided by the Firms. The Firms will not be asked to, and shall not serve in, a municipal advisor role to the Commission.

6.3.3. Option to Form Selling Group - The MHTC retains the option of forming a selling group for any transaction and members of the selling group need not be included in the Pool selected through this RFP.

6.3.4. Underwriters’ Counsel - If seeking selection as senior manager or co-senior manager, the

Firm should propose the law firm(s) to serve as counsel to the investment bankers or offer a list of law firms from which counsel will be selected. The MHTC reserves the right to approve the counsel and related compensation.

6.3.4.1. The Firm will require the Firm’s proposed counsel to undertake a conflict of interest check and by executing this RFP the Firm represents such counsel has no actual conflict of interest or the appearance of a conflict of interest in undertaking this representation and the Firm’s proposed counsel agrees not to undertake any representation that may create an actual conflict of interest or give the appearance of a conflict of interest during the performance of any future negotiated Bond issuance. The Firm further agrees to require its proposed counsel to provide the MHTC’s representative with written notice of any representation which the counsel has or desires to undertake which may present a conflict of interest or the appearance of a conflict of interest during the term of the Resulting Agreement and any extension thereof.

6.3.4.2. The MHTC shall have the final determination as to what constitutes a conflict of interest pursuant to this Paragraph 4 of this Subsection (C). The decision by the MHTC shall be final and without recourse; however, the MHTC will not make any such decision without first providing the

Firm or Firm’s counsel an opportunity to present comments.

6.3.5. Competitive Sale of Bonds - The MHTC may, at any time, and in its sole and absolute discretion, competitively sell its Bonds without utilizing any Firm in the Pool selected through this

RFP.

6.3.6. No Guarantee Firm Will Be Used - Firms chosen to be part of the Pool are not guaranteed to participate in any future MHTC Bond issuances. The MHTC reserves the right to use the selected Firms in the Pool on an as needed, when needed, basis.

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7. MODOT RFP TERMS AND CONDITIONS

7.1. Agreement Components

The Resulting Agreement between MHTC and the successful Offeror shall incorporate by reference as its components the following: the RFP and any written amendments thereto and the proposal submitted by the successful Offeror in response to the RFP. In case of a conflict between or inconsistency in the terms contained in the RFP and the proposal submitted by the Offeror in response to the RFP, the terms of the

RFP shall govern. In the event of a conflict between or inconsistency in the terms of the RFP and the

Resulting Agreement, the terms of the Resulting Agreement shall govern. MHTC reserves the right, in its sole discretion, to clarify any relationship in writing and such written clarification shall govern in case of any conflict with or inconsistency in the applicable requirements stated in the RFP and the successful Offeror's proposal.

7.2. MHTC's Representative

MoDOT's Chief Financial Officer is designated as the MHTC's representative with authority to act on behalf of the MHTC for the purpose of administering the Resulting Agreement. The MHTC's representative may designate by written notice other persons having the authority to act on behalf of the MHTC in furtherance of the performance of the Resulting Agreement. Each Firm shall fully coordinate its activities with the designated representative and shall consult the MHTC representative regarding any problem arising out of the provision of the services to the MHTC pursuant to this RFP and the Resulting Agreement. As the work of the successful Offeror progresses, advice and information on matters covered by the Resulting Agreement shall be made available by the successful Offeror to the designated representative throughout the effective period of the Agreement. The MHTC reserves the right to limit the authority of the MHTC’s representative provided herein as it deems necessary in its sole discretion at any time and from time to time throughout the duration of the RFP process, effective period of any Resulting Agreement and overall service period of the Pool.

7.3. Assignment

The successful Offeror shall not assign, transfer, or delegate any interest in the services to be provided under this RFP and the Resulting Agreement without the prior written consent of the MHTC representative.

The successful Offeror may at its own expense employ clerical or technical assistance in the performance of the services under this RFP and the Resulting Agreement, such clerical and technical assistance provider being as fully bound as the Offeror to all confidentiality and work product provisions of this RFP and the

Resulting Agreement.

7.4. Amendments

Any change in the Resulting Agreement, whether by modification or supplementation, must be accomplished by a formal contract amendment approved and signed by representatives of the Successful Offeror and

Commission, respectively, each of whom being duly authorized to execute the contract amendment on behalf of the Successful Offeror and Commission, respectively.

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7.5. Disputes

Disputes Under the RFP and Resulting Agreement: The MHTC representative and/or Buyer of Record, as applicable, will decide all questions which may arise as to the quality, quantity, and acceptability of any

Offerors proposals submitted in response to this RFP, and of the services under this RFP and the Resulting

Agreement performed by the successful Offeror and as to the rate of progress of the services; all questions which may arise as to the interpretation of the services to be performed under this RFP and the Resulting

Agreement; all questions as to the acceptable fulfillment of the Resulting Agreement on the part of the successful Offeror; the proper compensation for performance or breach of the Resulting Agreement; and all claims of any character whatsoever in connection with or growing out of the services to be performed or performed by the successful Offeror, whether claims under this RFP and the Resulting Agreement or otherwise. The decision of the MHTC representative and/or Buyer of Record, as applicable, shall be conclusive, binding, and incontestable.

7.6. Successors and Assigns

The Commission and the Offerors agree that this RFP and, as applicable, the Resulting Agreement as well as all agreements entered into under the provisions of this RFP, shall be binding upon the parties thereto and their successors and assigns.

7.7. Sole Beneficiary

The Resulting Agreement will be made for the sole benefit of the parties thereto and nothing in this RFP or the Resulting Agreement shall be construed to give any rights or benefits to anyone other than the

Commission and the successful Offeror.

7.8. Cancellation of Resulting Agreement

MHTC may cancel the Resulting Agreement at any time by providing the successful Offeror with a written notice of cancellation. Should the Commission exercise its right to cancel the Resulting Agreement, cancellation will become effective upon the date specified in the notice of cancellation.

7.9. Bankruptcy

Upon filing for any bankruptcy or insolvency proceeding by or against any Offeror or assignee, whether voluntarily, or upon the appointment of a receiver for the benefit of creditors, Commission reserves the right and sole discretion to reject the Offerors proposal, or, as applicable, either cancel the Resulting Agreement or affirm the Resulting Agreement and hold the successful Offeror responsible for damages.

7.10. Status of Independent Contractor

The successful Offeror represents itself to be an independent contractor offering such services to the general public and shall not represent itself or its employees to be an employee of MHTC or MoDOT.

Therefore, the successful Offeror shall assume all legal and financial responsibility for taxes, FICA,…