Director of Purchasing

Alvin Independent School District Mickie Dietrich Director of Purchasing

Issue Date: February 9, 2015

Request for Qualifications #1503FA FINANCIAL ADVISOR

Alvin Independent School District is accepting Request for Qualifications for the purpose of identifying and selecting a highly qualified firm to provide financial advisor services. Proposal Packets must be submitted up to but no later than February 23, 2015 @ 1:30 P.M. for consideration.

Submission Location: Alvin Independent School District Purchasing, Bldg. D Attn: Mickie Dietrich 2200 Stapp Maxwell Alvin, Texas 77511

Fax proposals are not considered legal documents; therefore, two original, signed documents must be submitted to Purchasing for consideration. No faxed, e-mailed or late qualifications will be accepted.

Proposal Procedures:This Proposal has been extended through our Alvin ISD website. The proposal is located at www.alvinisd.net. Go to Departments and click, go to Purchasing and click, go to Current Bids and finally, find the FINANCIAL ADVISOR RFQ and Standardized Terms and Conditions.

Pre-Bid Conference – Terms and Conditions:

1. In lieu of a pre-bid conference, vendors are encouraged to e-mail any and all questions with regards to the Scope of Service of the Financial Advisor to SusanWilson, C.F.O. at [email protected]

2. This e-mail process will serve as documentation that all vendors are treated equally throughout the period prior to opening. One-on-one meetings with vendors prior to opening will not be held. Meetings with vendors may be set up after proposals are opened and final vendor negotiations have been established.

Contact Information: For further information or questions in regards to the bidding process, contact Purchasing Department 281-824-0567.

2200 Stapp Maxwell Dr. ▪ Alvin, TX 77511 ▪ (281) 824-0567 ▪ (281) 585-4567 Fax ACKNOWLEDGE RECEIPT OF

Request for Qualifications #1503FA

(TO BE COMPLETED BY BIDDER)

Proposal Packets must be submitted up to but no later than 1:30 P.M., February 23, 2015 for consideration.

The undersigned agrees to fully comply in strict accordance with the proposal specifications and provisions attached thereto for the amounts shown.

Date of Request for Qualifications Submission: ______

______Company Name

______Signature of Representative Authorized to Sign RFQ Signer’s Name (Please Print)

______Title

______Address

______City State Zip

______Phone Number Fax Number

______E Mail Address

 FAILURE TO RETURN THIS COMPLETED DOCUMENT MAY RESULT IN BID DISQUALIFICATION.

VENDORS MUST RESPOND to the following questions in order for their proposal to be considered.

The State of Texas does not employ a resident preference; however, it does employ a reciprocity rule. Offerors whose principal place of business is located in a state which gives preference to residents are subject to the same restrictions when submitting an offer with an entity of the State of Texas. The offeror, operates as ( ) a corporation incorporated under the laws of the State of ______, ( ) an individual, ( ) a partnership, ( ) a non-profit organization, ( ) a joint venture, or ( ) a corporation, registered for business in

2 | P a g e ______(Country).

IS THE PRINCIPAL PLACE OF BUSINESS FOR "WHOM YOU REPRESENT" OR THE "PARENT COMPANY" OF "WHOM YOU REPRESENT" A RESIDENT OF TEXAS?

______YES ______NO

Address of principal place of business or parent company whom you represent (if different from above address information provided): ______

VENDOR INFORMATION: (TO BE COMPLETED AND RETURNED BY BIDDER)

This proposal will be awarded at the next board meeting.

______Company Name Contact Person ______Mailing Address ______City State Zip ______Phone Number FAX Number Email Address

Upon receipt of orders, please indicate address to remit Payment (if different from above address): ______Company Name Contact Person ______Mailing Address ______City State Zip ______Phone Number Fax Number Email Addres

Reference Page:

1. References will include contact name and telephone number. Proposals submitted without three references may be disqualified from consideration. List three (3) references of Texas Public School Districts. Only include districts where the lead professional assigned to AISD has served as financial advisor in the last three (3) years. List name of institution, name of contact, phone number, transaction amount of last transaction and the reference’s email address. References should be those OTHER THAN Alvin ISD.

Total Number of school district clients in the past three years: ______

A. ______3 | P a g e District ______Contact Name Phone Number ______E-Mail Address ______Transaction Amount of Last Transaction

B. ______District ______Contact Name Phone Number ______E-Mail Address ______Transaction Amount of Last Transaction C. ______District ______Contact Name Phone Number ______E-Mail Address ______Transaction Amount of Last Transaction

 FAILURE TO RETURN THIS COMPLETED DOCUMENT MAY RESULT IN BID DISQUALIFICATION

- State of Texas Bid Requirement Page – (Must sign acknowledgement below and identify exceptions) Vendors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. Bidder certifies that the company complies with Executive order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375 and as supplemented in Department of Labor Regulations. VENDOR NON-COLLUSIVE BIDDING By submission of this bid or proposal, the Bidder certifies that: a) This proposal has been independently arrived at without collusion with any other Bidder or with any Competitor. b) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other Bidder, Competitor or potential Competitor. c) No attempt has been or will be made to induce my other person, partnership or corporation to submit or not to submit a bid or proposal. d) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the Statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the person signing on its behalf. CONFLICT OF INTEREST QUESTIONNAIRE (FORM CIQ) Vendors are required to report business relationships at the time they begin contract negotiations or are solicited for bids or proposals. A vendor must disclose any business relationship with a district officer that might cause a conflict of interest. Vendors have 7 business days to file the Ethics commission’s Conflict of Interest Questionnaire (form CIQ) or face the possibility of a Class C Misdemeanor. The form for disclosure is located on the AISD website at: http://alvinisd.net/departments/purchasing/conflict/index.html □ Vendor has no known Conflict of Interests with the District □ Vendor has a known Conflict of Interest and will be attaching a copy of the CIQ

4 | P a g e FELONY CONVICTION NOTIFICATION State of Texas Legislative Senate Bill No. 1, Section 44.034, Notification of Criminal History of Contractor states: 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 or any representative 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. 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. c) This section does not apply to a publicly-held corporation. Please check off one box and sign the form in the appropriate space(s):  My firm is a publicly-held corporation; therefore, this reporting requirement is not applicable.  My firm is neither owned nor operated by anyone who has been convicted of a felony.  My firm is owned and operated by the following individual(s) who has/have been convicted of a felony: Name of Felon(s):______Details of Conviction(s):______

The undersigned agrees to fully comply in strict accordance with the above requirements, terms and specifications ______

Acknowledgment by Signature Printed Name Date

5 | P a g e 6 | P a g e  FAILURE TO RETURN THIS COMPLETED DOCUMENT MAY RESULT IN BID DISQUALIFICATION

7 | P a g e  FAILURE TO RETURN THIS COMPLETED DOCUMENT MAY RESULT IN BID DISQUALIFICATION.

8 | P a g e ALVIN INDEPENDENT SCHOOL DISTRICT

TERMS AND CONDITIONS REQUEST FOR QUALIFICATIONS Financial Advisor

INTENT:

The Alvin Independent School district is requesting qualifications for the purpose of selecting a firm to provide financial advisory services. The District is seeking a firm that has both experience and expertise in developing long term financial plans, recommending debt financing strategies and considering Tax Increment Reinvestment Zone (TIRZ) resources in recommendations of Financial Resources.

BACKGROUND INFORMATION:

Alvin ISD is a public school district that consists of twenty-four campuses and serves students from the cities of Alvin, Liverpool, Manvel, Iowa Colony, Pearland and Rosharon. Alvin ISD was established on May 28, 1925 and serves predominately middle class families. The district currently serves 21,011 students from Pre-K to 12th Grade.

The District’s last bond referendum was in November, 2013. Currently $12.6 million remains authorized but unissued. Given the growth of 1,000 students a year, the District will most likely be entering into future boond referendums.Current projections indicate that the District may consider a bond referendum in the fall of 2015; however, the scope at date of these elections has not yet been determined.

The district anticipates occasional refunding/ advance refunding transactions when market conditions are favorable.

Additional financial information for AISD can be found on the District’s website located at www.alvinisd.net

PREPARATION OF SUBMISSION:

In Order for submission to be considered, the following forms MUST be returned with the submission:

 Certification Form  Reference Form  Felony Conviction Notification  Acknowledgement Form  Debarment Certification

All forms must be completed fully in ink or type written and submitted in duplicate. All information must be legible. Failure to do so may result in rejection of the submission.

Submissions must be sealed in a opaque envelope with the name of the vendor, address, and RFQ name and number clearly stated on the outside. If forwarded by mail (next day, Federal Express, etc.), the sealed envelope containing the submission must be enclosed in another envelope addresses as specified. Qualification Submissions submitted after the stated deadline will not be accepted.

Submissions will be received by Mickie Dietrich, Director of Purchasing, until February 23, 2015, at 1:30pm at the Purchasing Department, 2200 Stapp Maxwell, Bldg D, Alvin, Texas 77511.

CONTRACT TERM:

9 | P a g e The District intends to award a contract to a single firm. The District retains the right to negotiate all elements of the contract. The District also retains the right to terminate the contract for any reason and at any time upon 30 days written notice and the payment of the then earned fees and expenses. The financial advisor may resign at any time during the term of the contract upon 30 days written notice. However, the financial advisor may not resign for the express purpose of taking an underwriting position in any sale of debt obligation to be issued by the District.

CONTRACT FOR PURCHASE:

Notwithstanding anything to the contrary contained in these terms and conditions for proposals, upon the Board of Trustee’s approval of submission/qualification, the vendor and the District will have entered into a binding contract. The contract is enforceable from the time of acceptance without regard to the time of notification to the vendor of acceptance.

Vendor will be notified be a “Letter of Award” issued by the Alvin ISD Director of Purchasing. This letter, together with the signed Certification Form, Reference Form, Felony Conviction Notification, acknowledgement Form, Conflict of Interest Questionnaire (if applicable), and Debarment Form.

CANCELLATION OF CONTRACT:

Cancellation of this contract may take place, but is not limited to the following conditions:

A. The vendor proceeds in a manner that does not comply with the contract. B. The vendor does not carry out the provisions of this contract in its true intent and meaning implicated in the scope of work. C. Any breach of the contract or provisions set forth in the proposal specifications. D. Increased rates that are not agreed to in advance or as specified herein. E. Budgetary requirements. F. Unemployment of lead professional.

Upon written notification the vendor will be served notice to provide satisfactory compliance to the contract without penalty. If the vendor neglects or refuses to follow such within thirty (30) days, Alvin ISD will cancel the contract and seller may be held liable for any loss or expense sustained by Alvin ISD as a result of vendor’s failure to conform to this contract.

ADDENDA:

Addenda are to be incorporated as part of the submission and shall become part of The Contract Documents. The receipt of all Addenda shall be acknowledged on the Acknowledgement Form.

PAYMENT/INVOICE:

Payment for services shall be made as a part of each bond transaction and any payments will be made according to the bond order.

TAXES:

The School District is exempt from all applicable Federal and State Tax. Tax-exempt information will be furnished upon request.

INDEMNIFICATION:

Vendor agrees to protect, defend, indemnify, and hold harmless the District, its employees and

10 | P a g e representatives, from any and all claims and liabilities including all attorney fees and court costs, including appeals, for which the District, its employees and representatives, can or may be held liable as a result of injury (including death) to persons or damage to property occurring by reasons of any acts or omissions of the Vendor, its employees, or agents, arising out of or connected with the Agreement. The Vendor shall not be required to indemnify the District or its agents, employees or representatives, when an occurrence results solely from the wrongful acts or omissions of the District, or its agents, employees or representatives.

REMEMDIES AND APPLICABLE LAWS:

This contract shall be governed by Alvin ISD and vendor shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Texas, except as otherwise provided in this contract or in statutes pertaining specifically to the State. This contract shall be governed by the laws of the State of Texas, and suits pertaining to this contract may be brought only in the courts of the State of Texas in Brazoria County.

Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et.seq.

SCOPE OF SERVICES:

The Board of Trustees and Administration anticipate the financial advisory services shall include, but not be limited to the usual and necessary services, advice, and assistance in connection with the issuance, sale, and delivery of general obligation bonds. The Firm selected to provide Financial Advisory services will not be eligible to serve as an underwriter for the District during the effective dates of the contract.

Firms responding to this RFQ may be asked to provide the following services on an ongoing basis for both competitive and negotiated transactions including (as applicable), but not limited to the following:

1. Documentation Supporting Compliance with MSRB Rules

(a) Agreement with Respect to Financial Advisory Relationship. Each financial advisory relationship shall be evidenced by a writing entered into prior to, upon or promptly after the inception of the financial advisory relationship (or promptly after the creation or selection of the issuer if the issuer does not exist or has not been determined at the time the relationship commences). Such writing shall set forth the basis of compensation, if any, for the financial advisory services to be rendered, including provisions relating to the deposit of funds with or the utilization of fiduciary or agency services offered by such broker, dealer, or municipal securities dealer or by a person controlling, controlled by, or under common control with such broker, dealer, or municipal securities dealer in connection with the rendering of such financial advisory services and shall be delivered to the issuer.

(b) Agreement with Prohibition on Engaging in Underwriting Activities.

(i) Subject to provisions of subsections (d)(ii) and (iii), no broker, dealer, or municipal securities dealer that has a financial advisory relationship with respect to the issuance of municipal securities shall acquire as principal either alone or as a participant in a syndicate or other similar account formed for the purpose of purchasing, directly or indirectly, from the issuer all or any portion of such issue, or act as agent for the issuer in arranging the placement of such issue.

(ii) Notwithstanding subsection (d)(i), a broker, dealer, or municipal securities dealer that has a financial advisory relationship with respect to the issuance of municipal securities shall not be prohibited from acting as agent for the issuer in arranging the placement of the entire issue with any state, local or federal governmental entity as part of a plan of financing by such entity for or on behalf of the issuer, but only if such broker, dealer or 11 | P a g e municipal securities dealer does not receive compensation from any person other than with respect to financial advisory services related to such placement and does not receive compensation from any person for underwriting any contemporaneous financing transaction directly or indirectly related to such issue undertaken by the state, local, or federal governmental entity with which such issue was placed.

(iii) The limitations set forth in this section (d) shall also apply to any broker, dealer, or municipal securities dealer controlling, controlled by, or under common control with the broker, dealer, or municipal securities dealer having a financial advisory relationship with respect to the issuance of municipal securities. The use of the term "indirectly" in this section (d) shall not preclude a broker, dealer, or municipal securities dealer that has a financial advisory relationship with respect to the issuance of municipal securities from purchasing such securities from an underwriter, either for its own trading account or for the account of customers, except to the extent that such purchase is made to contravene the purpose and intent of this rule.

(c) Remarketing Activities. No broker, dealer, or municipal securities dealer that has a financial advisory relationship with an issuer with respect to the issuance of municipal securities shall act as the remarketing agent for such issue; provided, however, that this section shall not prohibit such broker, dealer, or municipal securities dealer from thereafter serving as successor remarketing agent for such issue if the financial advisory relationship in connection with such issue has been terminated for a period of at least one (1) year prior to such broker, dealer, or municipal securities dealer being selected to serve as successor remarketing agent. .

2. Develop and recommend a financing program for the district including:

a. Reviewing financial goals of district and make recommendations which encompasses future expenditure needs as requested;

b. Review and analyze existing debt and make recommendations for refunding if appropriate;

c. Analyze and present a full range of debt alternatives available

d. Analyze and review available debt structures

e. Review available arbitrage rebate avoidance strategies.

3. Consult with District and TEA regarding IFA/EDA state funding to be received

a. Ensure district is within the requirements to qualify for maximum IFA/EDA funding as appropriate;

b. Prepare IFA application for TEA admission if appropriate.

4. Advise the District on the final financing plan and the following:

a. Consider TIRZ in all Financial Advisory services.

b. Update financing plan based upon prevailing market conditions to minimize the interest cost given and the desired interest & Sinking Fund tax rate.

c. Consult with the District to determine the amount of bonds to be sold 12 | P a g e d. Determine the debt-structure – i.e. fixed rate, variable rate synthetic fixed rate, tec.

e. Set financing terms such as call provisions, payments dates, security, mandatory redemption provisions, etc.

f. Determine recommended sale date.

g. Determine appropriate method of sale – i.e. competitive vs. negotiated.

5. Coordinate the District’s financing team

a. Coordinate with bond counsel to ensure all legal requirements are met.

b. Assist with selection of underwriting team, if necessary.

c. Coordinate Requests for Proposal for underwriting tea if necessary.

d. Assist in the selection of other service providers including paying agent / registrar, verification agent, etc., and coordinate RFP’s as necessary

e. Apply for and coordinate the Permanent School Fund Guarantee or municipal bond insurance policy, as applicable.

6. Prepare marketing documentation

a. Prepare official statement, notice of sale, bid form, and certificate of underwriter.

b. Determine continuing disclosure requirements.

7. Conduct Credit Rating Process

a. Consult with District regarding financial, administration, debt and economic credit factors

b. Develop action plans to obtain District’s credit rating goals

c. Prepare draft of presentation materials for rating agency presentations

d. Coordinate personal rating agency presentation

8. Conduct Marketing and Debt Sales

a. Mail Official statement to potential purchasers

b. Develop market interest in District’s debt sales

c. Conduct sale of debt

d. Recommend acceptance/rejection of financing based on prevailing market conditions

13 | P a g e e. Prepare “Pricing Book” detailing the financing results and comparing results to recent comparable Texas debt offerings

f. Prepare and provide District’s outstanding debt services in total and by series to assist in tracking debt service requirements on an annual basis

g. Close transaction

9. Continuing Disclosure

a. Annually prepare draft of District’s Continuing Disclosure documentation from information obtained from TEA, Appraisal Districts, audited Financial statements and the District

b. Provide a listing from SID’s and NRMSIR’s for the District’s submission.

c. Provide format for District to annually meet its continuing disclosure requirements pursuant to Rule 15c2-12.

d. Prepare Draft of Material Event Notice, upon notification form District.

10. Long-Range Strategic Financial Planning

a. Consult and assist in the development of a long-term financial plan based upon various assumptions provided by the District.

11. Consultation

a. Assist in the analysis and preparation of options for the financing of recommended projects. Such assistance shall include assessment of all possible funding sources, including local, state and other sources.

b. Assist administration and Board of Trustees in planning and preparing for a bond election, if determined to be necessary, including consultations with a local bond committee if one is established for the purpose of promoting the passage of a bond issue.

c. On-site consultation with and presentation to Board of Trustees, administration, and/or various committees throughout the bond process.

d. On-going advice from time to time regarding new developments in the municipal bond industry as they affect the District’s current and projected long-term debt financing.

e. Advise administration on investment options for bond proceeds and assist with execution of investment selections.

f. Advise on compliance with bond covenants.

PROPOSAL REQUIREMENTS:

The following is a list of information to be provided by each respondent. Failure to include all the 14 | P a g e information listed below may result in disqualification from the selection process. Please respond to the following items and arrange in the order listed below, with response labeled with the numbers listed below.

1. Include resumes of the professional who will be assigned to work with AISD and the location of their office. Include their areas of expertise, years of financial advisory experience and the various types of bond issues they have been involved with.

2. For the lead professional assigned to AISD, provide a listing of the names of school district clients, the number of Texas school transactions, and the type of transactions (new money, refunding, etc.)

3. Provide a description of how the firm is organized and how its resources will be utilized on behalf of the District.

4. Attend meetings of the governor body issue as requested by the issuer.

5. Discuss the firms approach in assisting the District with the selection of underwriters for negotiated band sales.

6. Discuss your firm’s experience with rating agencies, your firm’s familiarity with the credit rating process, and the firm’s approach to rating agency presentations.

7. Discuss your firm’s relevant innovative financing experience including innovations previously developed, either individually or jointly, as related to tax-exempt securities, including the results and success of such innovations.

8. Describe your firms experience in refunding school debt. Under what circumstances would you recommend a refunding and what criteria would you use to determine the appropriateness of a refunding? Under what circumstances would you recommend utilizing a competitive sale for a refunding transaction? Under what circumstances would you recommend utilizing a negotiated sale for a refunding transaction?

9. State whether, in the last five (5) years, your firm has been disciplined for violation of, or found non-compliant with, applicable standards or laws regulating your business, whether those finding were made by a regulatory agency a peer group, or otherwise. For each such instance, state the nature of the violation and the date of its resolution, together with the contact person for the firm who could address any questions about this matter.

10.Disclose all information related to fees for services rendered, including whether services not directly associated with the issuance of debt are included in the fee or separately billed. If separately billed, include the method used to determine those fees.

11.Discuss your firm’s experience with Texas TIRZ agreements.

12.Describe or include any other information that would be helpful in assessing the firm’s ability to perform financial advisory services to AISD.

13.Please include Fee Schedule for Services.

14.Please include what expenses are to be included in the Fee Schedule.

15 | P a g e SELECTION/EVALUATION PROCESS:

From review of the statements of qualifications received, the District may invite several firms to be interviewed before making final selections. If the District desires an interview, the firm will receive notification of the date and time.

The district will initially evaluate the submittals using the following criteria:

1. Experience as financial advisor to other Texas school districts;

2. Organization, size, structure, and financial stability of firm;

3. Scope of financial advisor services that are available for consideration and associated fees;

4. Bond Structure and type of debt instruments recommended.

The selected firm will then negotiate with the District on fee and contract conditions. If a reasonable fee cannot be achieved with the respondent of choice, at the option of the District, negotiations will proceed with the next choice respondent(s) until a mutually agreed upon contract can be negotiated. The District will make its selection based upon the demonstrated competence and qualifications of the respondents to perform the services for a negotiated, fair and reasonable price that is deemed on the best interest of the District. Upon receipt of proposals, the District’s evaluation Team will review the proposal and may request additional information, including conducting interviews, as deemed appropriate. The most qualified firm will be recommended to the Board of Trustees for approval.

EQUAL EMPLOYMENT OPPORTUNITY:

All vendors shall be in compliance with Executive Order 11246, entitled “Equal Employment Opportunity” as amended by Executive Order 11375, and as supplemented in Department of Labor Regulations (41CFR Part 60)

No individual shall be excluded from participating in, denied the benefit of, subjected to discrimination under, or denied employment in the administration of, or in connection with any such program because of race, color, religion, sex, national origin, age, handicap, or political application or belief.

ASSISTANCE TO PROSPERS

If a person contemplating submitting an offer for the proposed contract is in doubt as to the true meaning of any part of the proposal documents, the vendor may submit a written request for an interpretation thereof to Mickie Dietrich, at [email protected] . All written requests must be received in the Purchasing Department seven (7) business days before proposal deadline. The District will only respond to questions submitted via email. Alvin Independent School District will not be responsible for any oral instructions. Answers to questions shall be made public by addenda.

16 | P a g e BOARD OF TRUSTEE APPROVAL

The Board of Trustees expressly reserves the right to reject all bids and to review the relationships on an annual basis and to formally approve each year’s extension. The Alvin Independent School District reserves the right to cancel any contract resulting from the Request for Qualification at any time, for any reason (or for no reason) with a thirty (30) day written notice to the firm. The firm may cancel any resulting contract, at any time for any reason, or for no reason with a sixty (60) day written notice. Any notice required or permitted to be delivered to the firm shall be deemed to be delivered when mailed by registered or certified mail, return receipt requested, postage prepaid, ad addresses to the bidder’s address appearing on the face of the Request for Qualifications (or as subsequently revised or changed). Any compensation due the firm will be limited to items received and/or services performed, accepted by the District and paid through bond only. It is possible that the Board could terminate the relationship at any time. However, the Board of Trustees does not desire or expect that to be the case and assumes that a long and satisfactory relationship will be the experience.

17 | P a g e