RFP document template

REQUEST FOR PROPOSAL MASTER LEASE Request for Proposal Proposal Due Date: Tuesday, January 22, 2008 4:00 p.m., Central Standard Time Questions Due Date: Wednesday, January 16, 2008 5:00 p.m., Central Standard Time Proposal Submitted To: St. Louis County Division of Fiscal Management 41 S. Central Avenue, 8th Floor St. Louis, MO 63105 ATTN: Donald H. Rode, CPA Chief Accounting Officer (314) 615-5062 E-mail: drode@stlouisco.com Page 2 1. 1.1 1.1.1 INTRODUCTION Purpose: This document constitutes a request for sealed proposals from prospective bidders, referred to herein as Lessor, with respect to a master lease financing program to provide for lease/purchase financing for various acquisitions for St. Louis County Government (County or Lessee). The contract period shall be for one year with one one-year renewal periods. Background: The County was formed in 1812 by a proclamation of Governor William Clark. In 1876, by a vote of the entire County, the City of St. Louis voted to separate itself from the County. The County is governed by Constitutional Charter, which first became effective in 1950 and was subsequently revised in 1969 and 1979. The County is the largest county in the State of Missouri (State) with over one million residents. It is a major contributor to the economy of the State and the twelve-county metropolitan area. The County has seven elected County Council members and one elected County Executive. The County Council is the legislative body of the County, and the County Executive is the chief executive officer of the County. The County is a public Agency incorporated under the laws of the State of Missouri and is a Political Subdivision of the State. The County is a taxing entity and is authorized to issue bonds, collect fees, and receive taxes. The County provides the full range of services contemplated by statute or charter. These services include public safety, highways and traffic services, community health and social services, recreation, public improvements, planning and zoning and general administrative services. Various financial reports are available on the County’s website at http://www.stlouisco.com. Such reports that may be of interest for the purposes of this RFP include the most recent Comprehensive Annual Financial Report (CAFR) which is located at http://www.stlouisco.com/fiscalmanagement/ and the 2008 Budget which is located at http://www.stlouisco.com/budget/ . RFP Questions and Response Details: Questions relating to the RFP must be emailed to Donald H. Rode, Chief Accounting Officer. All questions shall be submitted by 5:00 p.m., Wednesday, January 16, 2008. Any questions received after that date will not be responded to unless such questions effect a change to the RFP. The questions should be e-mailed to drode@stlouisco.com. The RFP will be available for http://www.stlouisco.com/fiscalmanagement/. download on the County’s website at 1.1.2 1.2 1.2.1 1.2.2 1.2.3 1.2.4 1.3 1.3.1 1.3.2 1.3.3 The RFP responses are due by Tuesday, January 22, 2008 at 4:00 p.m. and shall be directed to Donald H. Rode, Chief Accounting Officer, St. Louis County Government, 41 S. Central, 8 th Floor, Clayton, MO 63105. The only official position of the County shall be that which is contained in the RFP and all amendments thereto. It shall be the bidders’ responsibility to notify the Chief Accounting Officer immediately if any answers appear to conflict with the RFP, including any amendments thereto. In the event of a conflict between the answers to the questions and the RFP, the RFP shall govern. 1.3.4 Page 3 1.4 1.4.1 Attachments: The bidder is advised that attachments to this document exist, which provide additional information and instruction. The following describes the Attachments to this RFP: a. Attachment 1: b. Attachment 2: 2. 2.1 2.1.1 Master Lease Agreement – Tangible Property and Software Master Lease Agreement – Capital Improvements MASTER LEASE FINANCING PROGRAM REQUIREMENTS: Purpose and General Overview: The objectives of this RFP are to provide sufficient information necessary for qualified institutions capable of financing multiple lease-purchase requests to prepare and submit a proposal that meets the requirements set forth herein in a clear and concise form. In addition, the RFP will establish the method that will be used to evaluate the received proposals. It is estimated that the County’s financing needs for the initial contract period of the Master Lease Program would be approximately $6,000,000 for tangible property and software financing (hereafter referred to as Category A) and $2,000,000 for capital improvements which may include HVAC renovation, roof replacements, and other general improvements to County facilities (hereafter referred to as Category B). The contracts resulting from this process shall constitute the “Master Lease Agreements” (See Attachment 1: Master Lease Agreement-Tangible Property and Software and Attachment 2: Master Lease Agreement-Capital Improvements). For each individual lease/purchase financing transaction, a separate “Request for Funding” document (see Exhibit A of each Master Lease Agreement) shall be submitted by the County. Upon funding through the specified Master Lease Agreement, the Lessor will provide a completed Individual Lease Schedule (see Exhibit B of each Master Lease Agreement). Such executed documents shall be in full conformance with the Master Lease Agreements. All payments under the Master Lease Agreements shall be subject to annual appropriation by the County. Acquisition and Financing Process: Request for Funding Document: Prior to financing eligible property/services under the contract, the County will be required to submit a Request for Funding document (see Exhibit A of each Master Lease Agreement) and submit it to the Lessor. Upon receipt from the County, the Lessor shall disburse the appropriate funds in payment to the County within five working days. The Lessor will confirm funding by submitting a signed copy of the Request for Funding document back to the County. Upon delivery and acceptance of the Request for Funding document, the Lessor will provide a completed Individual Lease Schedule (see Exhibit B of each Master Lease Agreement). a. The interest rate for each acquisition of Eligible Property/Services will be calculated based upon the interest rate for the H.15 Interest Rate Swap corresponding to the Repayment Term established in the Request for Funding Schedule for such purchase. The interest rate for such Interest Rate Swap shall be published in the Federal Reserve Statistical Release H.15 Daily Update at http://www.federalreserve.gov/releases/h15/update/ as of the business day in which the Request for Funding document is received by the Lessor. The Interest Rate Swap rate established as provided in the preceding sentence shall then be adjusted in the manner provided in the contractor’s pricing proposal and rounded to the nearest one-hundredth of one percent (.00). The adjusted rate shall apply for the entire term of the individual lease schedule. 2.1.2 2.1.3 2.2 2.2.1 2.2.2 Page 4 b. The Lessor shall prepare and submit to the County an Individual Lease Schedule (see Exhibit B of the Master Lease Agreement) which will detail the amortization and will serve as an invoice for payments due under the contract. Amortization shall be computed based upon equal payments at the specified interest rate over the applicable term, as provided in paragraph 2.2.3 herein. The invoice must be in sufficient detail to afford a pre-audit or post-audit of the transaction. The County will be responsible for the timely payment of the scheduled payments invoice by electronic funds transfer. 2.2.3 All individual County leases will have common semi-annual payment dates of May 1 and November 1. Once the Individual Lease Schedule is finalized, the Lessor shall establish the first payment due on the following semi-annual payment date. For example, an individual County lease finalized on January 15 will have the first payment due on May 1. Treatment of Contract as a Tax-Exempt Obligation: a. The Lessor shall provide to the County, within 30 days after execution of the Individual Lease Schedule, a properly completed Form 8038-G or 8038-GC (as applicable), for execution. The County agrees to execute such Form and deliver it to the Lessor for filing. Only one Form shall be executed per Individual Lease Schedule. The Lessor shall also provide to the County a copy of the Form 8038G or 8038-GC actually filed with the Internal Revenue Service, showing the date of filing. b. The County will engage Bond Counsel and provide a tax opinion, at the County’s cost, on the tax exempt status of the financing. 2.2.5 Lease Payments Subject to Annual Appropriation: All payments under the Master Lease Agreements shall be subject to annual appropriation by the County. Neither the Master Lease Agreements nor any payments required under the Master Lease Agreements shall constitute a mandatory payment obligation of the Lessee, in any year beyond the year during which the Lessee, is a Lessee under the Master Lease Agreements, or constitute or give rise to a general obligation or other indebtedness of the Lessee. The Lessee is not legally obligated to budget or appropriate moneys for any fiscal year beyond the current fiscal year or any subsequent fiscal year in which the Master Lease Agreements are in effect, and there can be no assurance that the Lessee will appropriate funds to make payments or renew the Master Lease Agreements in any year. The Lessee may terminate its obligations under the Master Lease Agreements on an annual basis at the end of a contract period which is also the end of the County’s fiscal year. 2.2.4 2.3 2.3.1 Master Lease Financing Provisions: Category A Master Lease Requirements: The Lessor shall be required to provide financing for tangible property, software and system implementation, prepayment of outstanding balances and all related expenses. a. The Category A Lease for Tangible Property and Software financing shall be required to finance Eligible Property included in any of the categories listed: 1) Computer equipment, including main-frame computer equipment, mid-range computer equipment, personal computer equipment, peripheral computing equipment, and system implementation; 2) Office equipment, including copiers, etc.; 3) Telecommunications or telephone systems; 4) Printing and typesetting equipment; 5) Motor vehicles, including tractors, non-road use vehicles, material handling equipment and agricultural equipment; Page 5 6) Laboratory equipment, medical equipment, airplanes and portable structures; 7) Refinancing of current lease/purchase agreements held by the County; 8) Other tangible personal property and computer software approved by the County. b. Financing under the Master Lease Agreement-Tangible Property and Software must be for at least $50,000 of eligible property. The $50,000 threshold may be met by multiple units of items individually valued at less than $50,000 (e.g. five items of equipment each priced at $10,000). Lease/purchases shall be for a term of no more than five years for Category A or the weighted average useful life of the eligible property/service financed, whichever is shorter. Except for refinancing of current financing agreements, the County does not intend to request lease terms of less than three years. c. Category A financings shall not exceed $6,000,000 in total over the life of the Master Lease Agreement (including renewal periods) unless mutually agreed to by the Lessor and the County to increase the maximum amount of available financing. Such agreement to increase the amount shall necessitate a Master Lease Agreement amendment. The $6,000,000 is established as a maximum only. The County makes no representation or commitment to financing this or any other amounts indicated. 2.3.2 Category B Master Lease Requirements: The Lessor shall be required to provide financing for various capital improvement projects. a. The Category B Lessor for capital improvement projects shall be required to finance various projects approved by the County. Capital Improvement Projects shall consist of HVAC renovation, roof replacements and other general improvements to County facilities. b. Each lease financing under the Master Lease Agreement-Capital Improvements must be for a term of no more than ten years for Category B or the weighted average useful life of the eligible property financed, whichever is shorter. Project financing will be requested for the estimated cost of the entire project once the project is approved by the County. c. Category B financings shall not exceed $2,000,000 in total over the life of the contract (including renewal periods) unless mutually agreed to by the Lessor and the County to increase the maximum amount of available financing. Such agreement to increase the amount shall necessitate a Master Lease Agreement amendment. The $2,000,000 is established as a maximum only. The County makes no representation or commitment to financing this or any other amounts indicated. 2.3.3 Contract Requirements Common to Category A and Category B: a. The terms of the Master Lease Agreements awarded, including the language applied by the Exhibits shall govern all Individual Lease Schedules. No language shall be included that is in addition to or conflicts with the Master Lease Agreement-Tangible Property and Software or Master Lease Agreement-Capital Improvements. 3. 3.1 3.1.1 BID INSTRUCTIONS AND REQUIREMENTS Preparation and Submission of Proposals: Organization: In order to provide optimal readability of their proposal by evaluators, bidders are strongly encouraged to organize their proposal as follows: Table of Contents Transmittal Letter/Executive Summary Exhibit A - Cost (Pricing Pages) Page 6 Exhibit B Exhibit C a. Experience and Reliability Signature Page and Contact Information Bidders are strongly encouraged to structure their proposal so that the individual provisions of the exhibit language precede each of the bidder’s responses. Bidders are discouraged from referring evaluators to other sections of their proposal to find their response to a particular RFP provision. Poorly organized or responded to proposals may result in reduced subjective evaluation consideration being given. 3.1.2 Conciseness/Completeness of Proposal: It is highly desirable that the bidder respond in a complete, but concise manner. It is the bidder’s sole responsibility to submit information in their proposals as it relates to the evaluation categories. The County is under no obligation to solicit such information if it is not included in the bidder's response. The bidder's failure to submit such information may cause an adverse impact on the evaluation of their proposal. Unnecessary information should be excluded from the bidder’s proposal. Copies: The bidder's proposal should include one (1) original document and one (1) electronic copy of their entire proposal, including all attachments, in Microsoft compatible format on CD(s). Open Records: The bidder’s proposal shall be considered open record upon award of the RFP pursuant to Section RSMo 610.021 (State of Missouri Revised Statutes). Bidders may view RSMo 610.021 at the following web site address: http://www.moga.mo.gov/statutesearch. The bidder shall not submit their entire proposal as proprietary or confidential. Also, the bidder shall not submit any part of their proposal as confidential unless the proprietary or confidential nature of the material is provided for in the above referenced statute. Proprietary or confidential portions of the bidder’s proposal allowed by the statute shall be separated, sealed and clearly marked as confidential within the bidder’s proposal. Also, the bidder shall provide adequate explanation of what qualifies the material as being held confidential under the provisions of the statute. Compliance with Requirements, Terms and Conditions: In responding to RFPs, some bidders respond with their organizations’ standard contractual requirements, terms and conditions which often conflict with the Master Lease Agreements. In such cases of conflict, the Master Lease Agreements terms and conditions shall prevail and apply and the conflicting bidder’s response shall be invalid and have no force or effect on the Master Lease Agreement(s). Business Compliance: The bidder must be in compliance with the laws regarding conducting business in the State of Missouri. The bidder certifies by signing the signature page of the bidder’s response and any resulting agreement(s) that he/she and any proposed subcontractors are presently in compliance with such laws. The bidder shall provide documentation of compliance upon request by the St. Louis County Counselor’s Office. The compliance to conduct business in the state shall include but may not be limited to: a. b. c. d. e. f. Registration of business name (if applicable) Certificate of authority to transact business/certificate of good standing (if applicable) Taxes (e.g., city/county/state/federal) State and local certifications (e.g., professions/occupations/activities) Licenses and permits (e.g., city/county license, sales permits) Insurance (e.g., workers’ compensation/unemployment compensation) 3.1.3 3.1.4 3.1.5 3.1.6 NOTE: The Secretary of State is responsible for the registration of all Missouri and out-of-state business entities doing business in Missouri. These business entities include: for profit and nonprofit corporations, limited liability companies, limited partnerships, and many others. Missouri corporations must file articles of incorporation, while out-of-state corporations must obtain a certificate of authority. In addition, all corporations must file various documents required by law, such as amendments, mergers, consolidation Page 7 instruments, articles of dissolution and terminations. For further information please go to the following web site: http://www.sos.mo.gov/business or contact the Corporations Division of the Secretary of State office located at the James C. Kirkpatrick State Information Center, P.O. Box 778, Jefferson City, Missouri 65102, Telephone: (573) 751-4153. 3.1.7 Credit Review of the County: Bidders must complete any credit review of the County prior to submitting proposals. Various financial reports are available on the County’s website at http://www.stlouisco.com. Such reports that may be of interest for the purposes of this RFP include the most recent Comprehensive Annual Financial Report (CAFR) which is located at http://www.stlouisco.com/fiscalmanagement/ and the 2008 Budget which is located at http://www.stlouisco.com/budget/. Proposal Evaluation and Award: Evaluative Criteria: After determining that a proposal satisfies the mandatory requirements, the evaluator(s) shall use both objective and subjective judgment in conducting a comparative assessment of the proposal in accordance with the evaluation criteria: 1) Cost; 2) Experience & Reliability and 3) Proposal Completeness. 3.2.1 3.2.2 Cost Evaluation: The evaluation of cost shall cover the original contract period. Subjective Evaluation: The evaluation of the bidder’s experience and reliability shall be subjective based on fact. Information provided by the bidder in response to this RFP, as well as information gained from any other source during the evaluation process, may be used in the subjective evaluation. Proposal Presentation and/or Question/Answer Conferences: After an initial screening process, a proposal presentation and/or a question/answer conference may be conducted with the bidder, if deemed necessary. Attendance cost at the conference shall be at the bidders' own expense. All arrangements and scheduling shall be coordinated by the Department of Administration. The County prefers to evaluate and award this RFP by single award, however the County reserves the right to make separate awards for Category A and B. Bidder’s Response to Evaluative Criteria: Cost: Firm, fixed pricing which would include all applicable costs necessary to satisfy the requirements of the RFP. The County will provide a tax opinion, at the County’s cost, on the tax exemption for the applicable projects. Unless stated in Exhibit A, the County shall assume that absolutely no other fees or charges will be assessed to the County whatsoever in connection with the services provided herein and the satisfy the RFP requirements. Therefore, the successful bidder shall be responsible for any additional costs. Experience and Reliability: The bidder should provide information relative to the bidder’s proposed experience and reliability, especially information as it relates to the bidder’s ability to provide the requirements of this RFP. It is highly desirable that the bidder respond to the information requested in Exhibit B for purposes of evaluating the bidder’s proposed experience and reliability. NOTE: FAILURE TO PROVIDE ADEQUATE INFORMATION TO COMPLETELY ADDRESS THE SPECIFIED EVALUATION CRITERIA WILL AT LEAST RESULT IN MINIMAL SUBJECTIVE CONSIDERATION AND MAY RESULT IN REJECTION OF THE BIDDER’S PROPOSAL. 3.2 3.2.3 3.2.4 3.3 3.3.1 3.3.2 3.4 Signature Page and Contact Information: Page 8 3.4.1 The bidder should sign the RFP and respond to the contact information requested in Exhibit C, Signature Page and Contact Information. Page 9 EXHIBIT A COST (PRICING PAGE) The fixed interest rate for each Eligible Property/Services acquisition under the contract will be determined based on the specified deviation from the index for the selected repayment term, as specified by the winning bidder selected by the County’s Department of Administration. The price proposal must specify, for each financing term, the amount of deviation from the index (as a percentage of the index and the specified adjustment (+ or -) to such percentage in basis points). The lowest overall interest cost to the County will be calculated on a true interest cost basis. The annual true interest cost rate will be the interest rate necessary to discount assumed rental payments to the aggregate amount assumed to be funded, using semi-annual compounding. Basis of Cost Evaluation: The evaluation of cost will be done on the basis of the true interest cost (“TIC”) as follows: the TIC is the discount rate (expressed as a per–annum percentage rate), when used in computing the present value of all payments of principal and interest on the anticipated leases, from the dates of disbursement to the end of the respective lease terms. The proposals will be evaluated using the indices in effect at the close of business on the date on which the proposals are opened and assuming that all of the below lease amounts are entered into and disbursed on an assumed date of May 1. The evaluation of the true interest cost proposed by each Bidder will be based on the assumptions that: (i) the aggregate amount funded equals $6,000,000 for Category A and $2,000,000 for Category B; (ii) semi-annual payments of principal and interest over each repayment term will be determined as provided in of the RFP; and (iii) the amounts funded under each possible repayment term are as follows: CATEGORY A - $6,000,000 Three Years Five Years CATEGORY B - $2,000,000 Seven Years Ten Years The interest rate index specified for each possible repayment term is as follows: REPAYMENT TERM Three Years Five Years Seven Years Ten Years INTEREST RATE INDEX H.15 Interest Rate Swap; 3 year H.15 Interest Rate Swap; 5 year H.15 Interest Rate Swap; 7 year H.15 Interest Rate Swap; 10 year The County makes no representation or commitment to financing this or any other amounts indicated. The interest rate on the H.15 Interest Rate Swap shall be determined as described in the RFP. The H.15 Interest Rate Swap rate established as provided in the preceding sentence shall then be adjusted in the manner provided in the Bidder’s pricing proposal and rounded to the nearest one-hundredth of one percent (.00). The interest rates proposed by any Bidder shall be inclusive of all costs to the County (i.e., there shall be no additional costs to the County such as surety bond premiums, letter of credit fees, origination fees, escrow fees or administrative fees). Page 10 A.1 CATEGORY A REQUIRED PRICING The bidder shall complete the following Required Cost pricing table (or in a form similar to the pricing tables) and provide firm, fixed pricing necessary to meet the requirements of the RFP. In the appropriate space, the bidder must provide the amount of deviation from the index (as a percentage of the index and the specified adjustment (+ or -) to such percentage in basis points) to determine the lease rate. REPAYMENT TERM LENGTH Three-Year Term Five-Year Term BASE RATE USED FOR COMPUTING LEASE RATE 3-Year H.15 Interest Rate Swap 5-Year H.15 Interest Rate Swap PERCENTAGE OF BASE RATE TO DETERMINE LEASE RATE % % ADJUSTMENT IN BASIS POINTS (+ OR -) TO SUCH PERCENTAGE A.2 CATEGORY B REQUIRED PRICING The bidder shall complete the following Required Cost pricing table (or in a form similar to the pricing tables) and provide firm, fixed pricing necessary to meet the requirements of the RFP. In the appropriate space, the bidder must provide the amount of deviation from the index (as a percentage of the index and the specified adjustment (+ or -) to such percentage in basis points) to determine the lease rate. PERCENTAGE OF BASE RATE TO DETERMINE LEASE RATE % % ADJUSTMENT IN BASIS POINTS (+ OR -) TO SUCH PERCENTAGE REPAYMENT TERM LENGTH Seven-Year Term Ten-Year Term BASE RATE USED FOR COMPUTING LEASE RATE 7-Year H.15 Interest Rate Swap 10-Year H.15 Interest Rate Swap A.3 RENEWAL OPTIONS FOR ALL PRICING The County shall have the option to renew the contract, if mutually consented to by the Lessor, for one (1) additional one-year period, or a portion thereof. In the event the County exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document. The renewal option periods shall facilitate new leases for the purpose of new acquisition of tangible property, software and capital improvement projects. If the option for renewal is exercised by the County and consented to by the Lessor, the Lessor shall agree that the interest rates for the renewal period shall either be lower or remain the same. Upon exhaustion of renewals or the decision by the County or the Lessor to not utilize the contract for new leases, the contract shall be extended to facilitate the completion of all prior lease obligations. Page 11 EXHIBIT B EXPERIENCE AND RELIABILITY The evaluation of the bidder's proposed experience and reliability shall be subjective based on the ability of the bidder to perform the requirements stated herein. Therefore, the bidder should present detailed information regarding their experience and reliability. The following information should be provided by the bidder in order to assist the County in evaluation of the bidder’s experience and reliability. The County reserves the right to use this information, including information gained from any other source, in the evaluation process. B.1 EXPERIENCE AND RELIABILITY 1) The bidder should describe their previous experience in providing master lease financing programs of a similar nature as what is described in this RFP to other governmental entities, preferably County governments. The bidder should provide reference contact information (name, role in project, phone, and email) for the projects described pursuant to the above in order to allow the evaluators to verify the information. 2) The bidder should describe their reliability in terms of available capital resources. 3) The bidder should fully describe their organization and their ability to reliably perform the requirements stated herein. 4) The bidder may provide any other additional information that he/she deems relevant to the County’s evaluation of the bidder’s ability to perform the contract reliably. Page 12 EXHIBIT C SIGNATURE PAGE AND CONTACT INFORMATION C.1 By signing the signature block below the bidder hereby declares understanding and agreement with the following: (1) that the language of Master Lease Agreements shall govern in the event of a conflict with his/her proposal, including any standard terms and conditions that are submitted as part of his/her proposal, and (2) any of the bidder’s terms and conditions contained in his/her proposal that conflict with the RFP and Master Lease Agreements’ requirements, terms and conditions, shall have no force or effect and are hereby considered invalid. All other terms and provisions of the bidder’s submitted terms and conditions that are not in conflict with the Master Lease Agreements shall apply hereto. SIGNATURE REQUIRED AUTHORIZED SIGNATURE DATE PRINTED NAME TITLE BIDDER’S COMPANY NAME C.2 CONTACT INFORMATION The bidder should provide all necessary contact information including the RFP Coordinator, Contract Coordinator if awarded a contract, etc. RFP COORDINATOR CONTACT INFORMATION i.e. person to be contacted for questions and other coordination activities regarding the bidder’s proposal NAME: JOB TITLE: PHONE: FAX #: EMAIL: CONTRACT COORDINATOR CONTACT INFORMATION i.e. person to be contacted for questions and other coordination activities regarding an awarded contract NAME: JOB TITLE: PHONE: FAX #: EMAIL: ---END OF DOCUMENT---