REQUEST FOR PROPOSALS ( RFP ) FOR FINANCIAL ADVISOR TO IMPLEMENT USE AGREEMENT(S) PROCESS AS DESCRIBED IN STRATEGIC AND CAPITAL NEEDS STUDY

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1 REQUEST FOR PROPOSALS ( RFP ) FOR FINANCIAL ADVISOR TO IMPLEMENT USE AGREEMENT(S) PROCESS AS DESCRIBED IN STRATEGIC AND CAPITAL NEEDS STUDY Required for use by: Illinois International Port District (IIPD) All proposals and other communications must be addressed and returned to: Mr. Anthony G. Ianello, Jr. Port District Executive Director Illinois International Port District 3600 East 95 th Street 95th and the Lakefront Chicago, Illinois PROPOSALS MUST BE RECEIVED NO LATER THAN 4:00 P.M., CENTRAL STANDARD TIME, ON SEPTEMBER 7, MICHAEL K. FORDE CHAIRMAN ANTHONY G. IANELLO, JR. EXECUTIVE DIRECTOR

2 TABLE OF CONTENTS I. PURPOSE OF THE REQUEST FOR PROPOSALS... 1 II. SCOPE OF SERVICES Preparation of Documents Investor Solicitation & RFP Issues Due Diligence and Investor Meetings Final Bidding and Closing... 2 III. COMMUNICATIONS BETWEEN THE IIPD AND RESPONDENTS Deadline and Procedures for Submitting Proposals Confidentiality... 3 IV. PREPARING PROPOSALS: REQUIRED INFORMATION Format of Proposals Required Content of the Proposal... 4 V. ADDITIONAL REQUIREMENTS... 5 Page VI. EVALUATION CRITERIA.6 VII. REJECTION OF PROPOSALS IIPD's Rights to Reject Proposals No Liability for Costs... 7 i

3 EXHIBITS Exhibit 1: Exhibit 2: Exhibit 3: Company Profile Information Company References/Client Profile Information Compensation Proposal ii

4 REQUEST FOR PROPOSALS ( RFP ) for FINANCIAL ADVISOR TO IMPLEMENT USE AGREEMENT(S) PROCESS AS DESCRIBED IN STRATEGIC AND CAPITAL NEEDS STUDY I. PURPOSE OF THE REQUEST FOR PROPOSAL The Illinois International Port District (the IIPD ) is an Illinois municipal corporation created by Illinois Statute (70 ILCS 1810/1 et. seq. (1991)), (the IIPD Act ). The IIPD is committed to developing and maintaining a world-class port that operates as a modern, strategically driven facility. The IIPD is focused on generating and expanding economic activity and employment for the benefit of the City of Chicago and State of Illinois. The IIPD is committed to doing so in an environmentally responsible way, and to improving awareness, understanding, and engagement with the surrounding communities and other government agencies. The IIPD invites the submission of proposals from firms with expertise and experience in strategic and financial planning for governmental entities such as the IIPD. For purposes of this RFP, Executive Director means the Executive Director of the IIPD. Respondents means the companies or individuals that submit proposals in response to this RFP. Selected Respondent means the awardee of the contract. The documents submitted in response to this RFP will be referred to as the Proposal. Scope of Services is defined below. The Selected Respondent awarded a contract pursuant to this RFP shall perform all applicable duties as outlined in the Scope of Services. The work contemplated is professional in nature. Respondents acting as an individual, partnership, corporation or other legal entity, must be of professional status, licensed to perform in the State of Illinois and the City of Chicago for all applicable professional discipline(s) requiring licensing and governed by the professional ethics in its relationship to the IIPD. It is also understood that all reports, information, or data prepared or assembled by the Respondent under a contract awarded pursuant to this RFP may be made available to any individual organization, under the Freedom of Information Act (FOIA). Respondents must be financially solvent and each of their members if a joint venture, their employees, agents or sub-consultants of any tier shall be competent to perform the services required under this RFP document. II. SCOPE OF SERVICES In June 2012 a Strategic and Capital Needs Study (the Study ) was completed on behalf of the IIPD and made available to the public. The Study was published by the IIPD on its website Alternative #2 of the Study recommended the IIPD pursue implementation of a use agreement/master lease process and retain a Financial Advisor to administer this process. This RFP seeks proposals to act as the Financial Advisor to perform the services contemplated by the Study, in the event that the IIPD decides to follow that recommendation. The Financial Advisor may subcontract with an industry consultant to prepare technical documentation, and a legal team to prepare and review documentation (the Advisory Team ). The services to be performed by the Advisory Team would include: 1

5 1. PREPARATION OF DOCUMENTS The Advisory Team, together with IIPD staff, defines transaction goals and prepares the use agreement/master lease documents, including the teaser and the Confidential Information Memorandum (CIM). 2. INVESTOR SOLICITATION AND RFP ISSUED The Advisory Team distributes asset description teaser for potential investors. The Advisory Team distributes more detailed asset description (CIM) for potential investors who sign Confidentiality Agreements. The Advisory Team issues a Request for Proposals to qualified investors with experienced teams. 3. DUE DILIGENCE AND INVESTOR MEETINGS The Advisory Team schedules investor presentations with IIPD. The Advisory Team manages a data room and assists with the development of presentations and due diligence. 4. FINAL BIDDING AND CLOSING The Advisory Team receives final, binding bids and assists the IIPD Board in reviewing and evaluating those bids to select the preferred bidder(s) (subject to those bids meeting transaction objectives). The Advisory Team assists the IIPD Board in finalizing contract award and closing. III. COMMUNICATIONS BETWEEN THE IIPD AND RESPONDENTS Respondents must communicate about this RFP only with the Executive Director of the IIPD. All questions or requests for clarification must be in writing, sent by mail or to or fax at , and directed to the attention of Anthony Ianello, Executive Director, and must be received no later than 4:00 p.m. Central Standard Time, August 31, Deadline and Procedures for Submitting Proposals A. To be assured of consideration, Proposals must be received by the Executive Director no later than 4:00 p.m. Central Standard Time on September 7, B. Proposals must be delivered to the following address: 2

6 Mr. Anthony G. Ianello, Jr. Port District Executive Director Illinois International Port District 3600 East 95 th Street 95th and the Lakefront Chicago, Illinois C. Respondents must submit 1 hardcopy original, 5 duplicate hardcopies and 5 electronic copies in.pdf format on a CD-ROM of the Proposal. The original documents must be clearly marked as ORIGINAL, and must bear the original signature of an authorized corporate agent on all documents requiring a signature. Respondents must enclose all documents in sealed envelopes or boxes. 3.2 Confidentiality Respondents may designate those portions of the Proposal, which contain trade secrets or other proprietary data that must remain confidential. If a Respondent includes data that is not to be disclosed to the public for any purpose or used by the IIPD except for evaluation purposes, the Respondent must: A. Mark the title page as follows: This RFP proposal includes trade secrets or other proprietary data ( data ) that may not be disclosed outside the IIPD and may not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate this Proposal. The data subject to this restriction are contained in sheets (insert page numbers or other identification). The IIPD, for purposes of this provision, will include any consultants assisting in the evaluation of Proposals. If, however, a contract is awarded to this Respondent as a result of or in connection with the submission of this data, the IIPD has the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the IIPD s right to use information contained in the data if it is obtained from another source without restriction. B. Mark each sheet or data to be restricted with the following legend: Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this Proposal. All submissions are subject to the Illinois Freedom of Information Act (FOIA). IV. PREPARING PROPOSALS: REQUIRED INFORMATION 4.1. Format of Proposals Proposals must be prepared on 8 ½" X 11" letter size paper (preferably recycled), printed doublesided, and bound on the long side. The IIPD encourages using reusable, recycled, recyclable and chlorine free printed materials for bids, proposal, reports and other documents prepared in connection with this solicitation. Expensive papers and bindings are discouraged, as no materials will be returned. Submit 1 hardcopy original, 5 duplicate hardcopies and 5 electronic copies in.pdf format on a CD-ROM of the Proposal. 3

7 4.2 Required Content of the Proposal Respondents are advised to adhere to the submittal requirements of the RFP. Failure to comply with the instructions of this RFP will be cause for rejection of the non-compliant Proposal. Respondents must provide information in the appropriate areas throughout the RFP. The detailed Proposal evaluated by the IIPD must include a response to all requirements in this RFP. The Selected Respondent and IIPD will enter into a contract memorializing their rights and obligations for the project. By submitting a response to this RFP, you are acknowledging that if your Proposal is accepted by the IIPD, the proposal and related submittals may become part of the contract. At a minimum, the Proposal must include the following items: A. Cover Letter I. Respondent(s) must submit a cover letter signed by an authorized representative of the entity committing Respondent to provide the Services as described in this RFP in accordance with the terms and conditions of any contract awarded pursuant to the RFP process. The cover letter must: (i) (ii) (iii) Outline the number of years the entity has been in business, and provide an overview of the experience and background of the entity and its key personnel committed to this project. Identify the legal name of the entity, its headquarters address, its principal place of business, its legal form (i.e., corporation, joint venture, limited partnership, etc.), and the names of its principals or partners and authority to do business in Illinois. Indicate the name and telephone number(s) of the principal contact for oral presentation, or negotiations. B. Executive Summary Respondent must provide an executive summary which explains its understanding of the IIPD s intent and objectives and how their Proposal would achieve those objectives. The summary must discuss Respondent s plan for implementing the services. C. Professional Qualifications and Specialized Experience of Respondent. (i) Company Profile Information (See Form in Exhibit 1). (ii) Company References (See Form in Exhibit 2) Respondent should provide at least two client references for the services substantially similar to the Scope of Services of this RFP. All client reference information must be supported and verified. Reference contacts must be aware that they are being used and agreeable to IIPD interview for follow-up. 4

8 The IIPD may solicit from previous clients, or any available sources, relevant information concerning Respondent s record of past performance. (iii) Business License/Authority to do Business in Illinois Respondent must provide copies of appropriate licenses or certifications required of any individual or entity performing the services described in this RFP in the City of Chicago, County of Cook and State of Illinois and evidence that Respondent is authorized by the Secretary of State to do business in the State of Illinois. D. Professional Qualifications and Experience of Key Personnel who will be dedicated to the services described in this RFP. For each person identified, describe the following information: (i) (ii) (ii) Respondent must provide a summary of the personnel who will be dedicated to the Services as proposed. Respondent must indicate each person s areas of expertise and which person will have prime responsibility for various tasks or aspects of the services. Respondent must submit resumes or corporate personnel profiles with past experience for each of the key personnel, including a description of their roles and responsibilities on recent projects of similar type, scope, and magnitude relating to the Scope of Services as described in this RFP. E. Project Management / Implementation Plan Respondent must provide a detailed summary of the company s plan for implementing and delivering the products and services requirements as outlined in scope of services. Respondent should describe the role IIPD would be likely to play in the implementation phase of provision of the services, and after the award of the contemplated contract(s). F. Compensation Proposal (See Exhibit 3) The Respondent is responsible for disclosing any charges or fees not listed on Exhibit 3 that the IIPD would incur. Proposals that fail to include compensation proposal information in Exhibit 3 will be rejected as incomplete and deemed non-responsive. V. ADDITIONAL REQUIREMENTS The IIPD seeks to reach goals of (25%) Minority Business Enterprise ("MBE") participation and (5%) Women Business Enterprise ("WBE") participation in goods and/or services related to the Agreement. Respondent shall indicate its plan to address the IIPD's MBE and WBE goals. The Respondent shall agree to comply with the constitution of the United States, the Civil Rights Act of 1964 (42 U.S.C. sec et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. sec. 794), the Americans With Disabilities Act of 1990 (42 U.S.C.1210 et sea) the 5

9 Constitution of the State of Illinois, the Illinois Human Rights Act (Ill. Comp. Stat. 1992, Ch. 775, Sec. 5/1-101 et seq.), the Cook County Human Rights Ordinance. VI. EVALUATION CRITERIA The evaluation process is not driven solely by the proposed compensation, though the proposed compensation is one of the criteria. The IIPD will also consider will also consider the qualifications and experience of each Respondent. The evaluation criteria are as follows: A. Professional and Technical Competence Ability to provide the Services described in the RFP, including capacity to achieve the project goals, objectives and scope of services described in this RFP. B. Professional Qualifications and Specialized Experience of Respondent and Team Committed to this Project. Includes experience in providing services similar to the Scope of Services on projects of similar scope and magnitude (e.g., specifically with respect to large organizations and government agencies), and past and current performance of the Respondent (and Team members) on other contracts in terms of quality of services and compliance with performance schedules. This also includes specifically experience in and an understanding of ports and related facilities. It also includes an understanding of the potential strategic partners for the IIPD. The IIPD may solicit from current and/or previous clients, including, other government agencies, or any available sources, relevant information concerning the Respondent s record of performance. C. Quality, Comprehensiveness and Adequacy of the proposed Project Management/Implementation Plan for providing the Services including the staffing plan, local availability and commitment of personnel who will manage and oversee the IIPD project. D. Compensation Proposal relative to information provided in Exhibit 3. The IIPD will consider the competitiveness, adequacy and of proposed plans for the Services. The IIPD places value on Compensation Proposals that align the incentives of the IIPD and the Respondent. E. Compliance with Laws, Ordinances, and Statutes. The IIPD will consider Respondent s compliance with all laws, ordinances, and statutes governing the contract. VII. REJECTION OF PROPOSALS 7.1 IIPD's Rights to Reject Proposals The IIPD, acting through its Executive Director, reserves the right to reject any and all proposals that do not conform to the requirements set forth in this RFP. If no Respondent is selected through this RFP process, then the IIPD may utilize any other procurement method available to obtain the Services described here. 6

10 7.2 No Liability for Costs The IIPD is not responsible for costs or damages incurred by Respondents, member(s), partners, subcontractors or other interested parties in connection with the RFP process, including but not limited to costs associated with preparing the Proposal and of participating in any conferences, site visits, product /system demonstrations, oral presentations or negotiations. 7

11 EXHIBIT 1 COMPANY PROFILE INFORMATION Submit a completed company profile information sheet for prime, each joint venture partner and subcontractor(s), as applicable. (1) Legal Name of Firm: (2) Doing Business under Other Company Name? If yes, Name of Company: (3) Headquarters Address: (4) City, State, Zip Code: (5) Web Site Address: (6) Proposed Role: Prime Subcontractor/Subconsultant Joint Venture Partner Supplier or Other: (7) Number of Years in Business: (8) Total Number of Employees: (9) Total Annual Revenues separated by last 3 full fiscal years: (10) Major Products and/or Services Offered: (11) Other Products and/or Services: (12) Describe your firm s demonstrated experience in providing services responsive to the Scope of Services requested in this RFP: 8

12 EXHIBIT 2 COMPANY REFERENCES/CLIENT PROFILE INFORMATION Submit a completed client profile information sheet for each company reference. Provide a minimum of two (2) references. (1) Client Name: (2) Address: (3) City, State, Zip Code: (4) Project Manager: (5) Telephone Number: (6) (7) Number of Employees in Client Organization: (8) Project Scope of Services/Goals: (9) Contract Award Date: Cutover Date: (10) Initial Contract Amount: $ Final Contract Amount: $ (11) Describe the project, its similarity to the services requested herein, and how goals were met. (12) What was the cost of the project? (13) You may submit any reports or studies completed for the project. 9

13 EXHIBIT 3 COMPENSATION METHOD AND RATE OF COMPENSATION: Identify the method of charging (hourly, daily, project, item, or other method) and provide the rate or price for each type of service contemplated by this RFP. EXPENSES: Unless otherwise specified, this contract does not allow for reimbursement of any expense incurred by the Selected Respondent, including but not limited to telephone or other communications device, postage, copying, travel, transportation, lodging, food and per diem. PAYMENT TERMS AND CONDITIONS: Payment will be made after completion of the Study, and, thereafter, for consulting services on a monthly basis upon submission of itemized billing statements. 10

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