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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RBC Capital Markets, LLC
THIS LINKING AGREEMENT (this "Agreement") is entered into as of this __
day of ____ _, 2023, between the City of Glendale, an Arizona municipal corporation
(the "City"), and RBC Capital Markets, LLC, a Minnesota limited liability company authorized
to do business in Arizona ("Contractor"), collectively, the "Parties."
RECITALS
A.
On February 1, 2022, under Arizona State Purchasing Cooperative Agreement, the State of
Arizona entered into a contract with Contractor to putchase the goods and services described
in the Contract No. CTR058509 for Managing Underwriting Services ("Cooperative
Purchasing Agreement''), and on February 1, 2023, issued Contract Amendment No. 1 to
extend the contract period through January 31, 2024. These documents are attached hereto as
Exhibit A. The Cooperative Purchasing Agreement permits its cooperative use by other
governmental agencies including the City.
B.
Section 2-149 of the City's Procurement Code permits the Materials Manager to procure goods
and services by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.
C.
Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.
D.
The City desires to contract with Contractor for supplies or services identical, or nearly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City's utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this linking Agreement, the parties agree as follows:
1.
Term of Agreement.
The City is purchasing supplies and/ or services from Contractor
pursuant to the Cooperative Purchasing Agreement.
According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which was February 1, 2022, until the date the contract expires on January 31, 2024, as
amended, unless the tenn of the Cooperative Purchasing Agreement is extended by the mutual
agreement of the original contracting parties. The Cooperative Purchasing Agreement,
however, may not be extended beyond January 31, 2027. The initial period of this .t\greement,
as amended, therefore, is the period from the Effective Date of this
2.
Agreement until January 31, 2024. The City may renew the term of this Agreement for one
(l) year until the Cooperative Purchasing Agreement expires on January 31, 2024. Glendale
renewals are not automatic and shall only occur if the City gives the Contractor notice of its
intent to renew. The City may give the Contractor notice of its intent to renew this Agreement
30 days prior to the anniversary of the Effective Date to effectuate such renewal.
Scope of Work: Terms, Conditions. and Specifications.
A.
Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit A.
B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
3.
Compensation.
A.
City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as
Exhibit B.
B.
The total purchase price for the supplies and/or services purchased under this
Agreement is to be consistent with the pricing set forth in Exhibit "B." Total amounts
paid are upon agreement between the City and Contractor and dependent upon the
services necessary. In addition, the City may from time to time elect to purchase
additional goods and services from Contractor pursuant to the Agreement, and the
City will comply with all applicable laws regarding procurement and approval of such
purchases.
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status; U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
requirements of A.RS.§ 41-4401.
8.
No Boycott of Israel. To the extent A.RS § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.RS § 35-393.
9.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.
10.
Notices. Any notices that must be provided under this Agreement shall be sent to the Parties'
respective authorized representatives at the address listed below:
City of Glendale
c/o Jun Okabe
5850 West Glendale Avenue
Glendale, Arizona 85301
623-930-2463
JOkabe@glendaleaz.com
And
RBC Capital Markets, LLC
c/ o Kurt M. Freund
2398 East Camelback Rd, Suite 700
Phoenix, Arizona 85016
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year set forth above.
"City"
City of Glendale, an Arizona
municipal corporation
By: _________ _
Kevin R. Phelps
City Manager
ATTEST:
Julie K. Bower
City Clerk
(SEAL)
APPROVED AS TO FORM:
Michael D, Bailey
City Attorney
"Contractor"
RBC Capital Markets, LLC,
a Minnesota limited liability company
By:
Name: Kurt Freund
Title: Managing Director
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RBC CAPITAL MARKETS, LLC
EXHIBIT A
CTR058509 for Managing Underwriting Services
equest
for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 1
Offer and Acceptance Form
Arizona Department of Administration
State Procurem ent Office
JOO N 15th Ave., Suite 402
Phoenix, AZ 85007
SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Underwriting Services in compliance with the Solicitation indicated above and
our Offer indicated by the latest dated version below:
nitial Offer:
1.
9/30/2021
F
rutl81--
X
X
X
evised
iiiiial
fters:
X
X
X
te
iiftial-·
afe'#S
est and Final
12/13/2021
F
)ffer:
)ate
nmar--·
RBC Capital Markets, LLC
Off eror company name
23 98 E Came1backRoad, Suite700
Addres$
Phoenix,AZ85016
City I State I ZIP
41 -1416330
Federal tax identifier (EIN or SSN)
CERTIF[CATION: By signature in the above, Offerorcertifies that it:
·-·~-·-
X
X
X
initial
111ina1
X
X
X
····--mi,fa.f
6
' fnftial'
Signature of pcnonnuthorized tos1gn Offer
Kurt M. Freund, Managing Director
Printed name and title
Kathryn Pong, Vice President
Contact nameand title
Kathryn.pong@rbccm.com
Contact.Email Address
602 -381-5359
Contact phone number
1.
will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] Stale
Executive Order 2009-g or A.R.S. §§ 41-1461 through 1465;
2.
has not given, offered to give, nor intends to give at any time hereafter any economic opportunity , future employment, gift, loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide av a lid signature
affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Off er with a false statement will void the
Off er, any resulting contract, and may be subject to legal penalties under law;
3, complies with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; and
4.
is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local gov emment.
ART 3 of the Solicitation Documents
SECTION 3-B: OfferFonns
f'emplate version 6.0 (18-NOV-2019)
Page I of2
equest
for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurem ent Office
JOO N 15th Ave., Suite 402
Phoenix, AZ 85007
ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by the latest date and nwnber at the
top of this form (the Accepted Off er). Offeror is now bound (as Contractor) to carry out the Work under the alt ached Contract, of which the Accepted Of
fer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perfonn any service under the Contract until
Contractor receives the applicable Order or written notice to proceed from Procurement Officer.
CTR058509 State's Contract No. is:
Date
The effective date of the Contract is: }:'1122 Contract awarded
Nick Perrera
l/10/22
Date
Documents
Template version 7.0 {28-JAN-2020_)
ProcuremenLOfficerPrintedNamc
Available online at APP.AZ.gov
SECTION 3-B: Offer Fonns
Page 2 of2
CONTENTS:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
SECTION 3-B: OFFER FORMS (ATTACHMENTS)
ATTACHMENT 1
ATTACHMENT2-A
ATTACHMENT 2-B
ATTACHMENT 3-A
ATTACHMENT 3-B
ATTACHMENT 3-C
ATTACHMENT3-0
ATTACHMENT4
ATTACHMENT 5-A
ATTACHMENT5-B
ATTACHMENT 5-C
ATTACHMENT5-0
ATTACHMENT 5-E
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ.oov
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Table of Contents
Page 1 of 65
2
4
24
26
39
47
44
50
53
56
63
64
65
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
Underwriting Services
100 N 15th Ave., Suite 402
Phoenix, AZ. 65007
Attachment 1
Offer and Acceptance Form
SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Underwriting Services in compliance with the Solicitation
indicated above and our Offer indicated by the latest dated version below:
lnltlal
Offer:
Revised
Offers:
Best and
Final Offer:
1. L 9/30/2021
··-- --------
Date
2. Ix
date#1
5 j X
- . .
---------
date#4
a.Ix -
Date
RBC Capital Markets, LLC
Olleror company name
-
2398 E. Camelback Road, Suite 700
Address
Phoenix, AZ 85016
City I State I ZIP
41-1416330
Federal tax identifier (EIN or SSN)
KF
.. --··
Initial
X - .
initial
X
··-··--
iniUal
X
initial
3., X
·--··
date#1
-Lx_ ..
·---
date#5
X
X
lnttla
I
initia
I
4. Ix
date#1
7J X
- --
--
date#6
Signature of person aulhorized to sign Offer
Kurt M. Freund, Managing Director
Printed name and title
Kathryn Pong, Vice President
Contact name and trtle
kathryn.pong@rbccm.com
Contact Email Address
602-381-5359
Contact phone number
CERTIFICATION: By signature in the above, Offerorcertifies that it:
X
1. will not discriminate against any employee or applieant for employment In violation of Federal Executive Order 11246, [Arizona] State
Executive Orcler 2009-9 or A.R.S. §§ 41-1461 through 1465;
iniUal
2.
has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment. gift, loan, gratuity,
special discount, trip, favor, or seivice to a public servant in connection with the submitted offer. Failure to provide a valid signature
affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offerwith a false statement will void the
Offer, any resulting contract, and may be subject to legal penalties under law;
3. complies with A.RS. § 41-3532 when offering electronics or information technology products, services, or maintenance; and
4. Is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government.
PART 3 of the Solicitation Documents
SECTION 3-B: Offer Forms
Template version 6.0 (18-NOV-2019)
Page 2 of 65
Available Online at: APP.f!<l... v
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ 85007
ACCEPTANCE OF OFFER: State hereby accepts the Initial Offer. Revised Offer, or Best and Final Offer identified by the latest date and
number at the top of this fonn (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under the attached Contract,
of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perfonn
any se,vice under the Contract until Contractor receives the applicable Order or written notice to proceed from Procurement Officer.
----------
State's Contract No. Is: BPM003889
The effective date of the Contract is: __
0
_
8
_
te
__ Contract awarded -.,,,.D
-
at
_
e
_
Procurement Officer f?iqnat!Jre
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Procuremept Officer Printed Name
Available online at: APP.AZ.. ov
SECTION 3-B: Offer Forms
Page 3 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 2-A
Experience and Capacity Questionnaire
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Surle 402
Phoenix, AZ 65007
------------------
-------------
STATE MAY DETERMINE YOUR PROPOSAL IS NON-RESPONSIVE IFYOU DO NOT ANSWER ALL QUESTIONS FULLY.
The Offerer shall provide a narrative response to each question that demonstrates their understanding of
the Scope of Work requirements and describes your company's overall method of approach for providing
the service stated in this solicitation. If there is a question that is not applicable to the services required by
the Scope of Work, you may mark it N/A.
EXPERIENCE AND CAPACITY QUESTIONS:
Question 1:
Company Profile
Offeror Response:
1.1
Brief overview of business operations, with an emphasis on experience In regards to the scope of work.
Royal Bank of Canada ("RBC") is a diversified
global financial services company and a leading
provider of financial products and services. RBC
Capital Markets, LLC ("RBCCM"} is an indirect
wholly-owned broker-dealer subsidiary of RBC.
Headquartered In New York, RBCCM Is a full
service
investment
bank
with
over
7,100
professionals and support staff operating in 70
offices across 15 countries. Operating within
RBCCM is the Firm's Municipal Finance Group,
which employs over 270 investment banking
professionals and municipal markets sales, trading
"<c.,_·•··
.. J, ,
; =·)
?·-:·.\ ".''
M'1mu1:aǝ ---.
Calgil!)'Ǟ ·I r Tor-.
Vancowe,..,. • .•.. frMoolr ..
l
Sen f1"""'5CD- t--Bnton
Los/1,,gol,.=.J ·T tL_HowYork
OtNMr
-Atlanta
Hoostoo·
Chicago
°i''• • Tokyo
'e
Hong Koog
Mupit,;; • Singapcre
and underwriting professionals. As RBCCM, the Fim, has been in the municipal finance business and met the
requirements of MSRB Rule G-2 as a Municipal Broker-Dealer since March 15, 1993. Our predecessor firms that
ultimately merged into RBCCM have been providing underwriting services to municipal issuers in Arizona since
the 1930s.
The Municipal Finance Group (the "Group") represents one of the largest fixed income municipal investment
banking operations in the country, serving public sector and non-profit clients in all 50 states. In 2020, RBCCM
senior managed over $27.9 billion of negotiated principal, which resulted in a #4 ranking among all
underwriting firms nationally and a market share of 7.8%. AS of September of 2021, RBCCM Is currently
ranked 3rd nationally, having completed 424 transactions totaling over $18.3 billion. The Group provides
our municipal dients with a full complement of services, including traditional investment banking, underwriting,
remarketlng, quantitative analysis, derivatives counterparty, investment advisory, investment products and
balance sheet solutions (including direct lending to municipal issuers and direct purchase of issuer's debt
obligations). As one of the most active underwriters in the municipal market in terms of both the dollar amount
and the number of transactions, RBC is among the most experienced and capable underwriting firms operating
in the U.S. today.
RBCCM's Longstanding History. Othertinn names under which RBCCM has perfom,ed the services requested
in this RFP are summarized below:
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 4of 65
02/25/1998 -11/01/2001:
11/01/2001 -02/28/2008:
02/29/2008 -10/31/2010:
11/01/2010 - present:
1.2
Date established.
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Dain Rauscher Incorporated
RBC Dain Rauscher Inc.
RBC Capital Markets Corporation
RBC Capital Markets, LLC
RBC Capital Markets, LLC was established on December 29, 1981.
1.3
Ownership (public, partnership, subsidiary, etc.).
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
RBC Capital Markets, LLC, a Minnesota limited liability company, ("RBCCM"), is owned 99% by RBC USA Holdco
Corporation (a Delaware corporation) and 1 % by RB CM Member Corp. (a Delaware corporation). RBCCM is ari
indirect wholly-owned subsidiary of RBC USA Holdco Corporation ("Holdco" or "Parent"). Holdco is a wholly
owned subsidiary of RBC US Group Holdings, LLC, a Delaware limited liability company ("US Group Holdings").
US Group Holdings is RBC's U.S. Intermediate Holding Company ("IHC") and is wholly-owned by Royal Bank
of Canada.
1.4
Location in which the Offeror is incorporated.
RBCCM is incorporated in the State of Minnesota.
1.5 Address of "Main Office" (e.g. Corporate Headquarters and any satellite offices responsible for
perfonnance of proposed tasks.
RBCCM's headquarters is located in New York and the satellite office responsible for performing the tasks
outlined in this offer is located in Phoenix. The addresses of each of these office locations are below:
Corporate Headquarters
Three World Financial Center
200 Vesey Street, 9th Floor
New York, NY 10281
Phoenix Satellite Office
2398 E. Camelback Rd., Suite 700
Phoenix, AZ 85016
1.6
Offeror's organizational chart relevant to the Contract, specifically identifying the key point of contact for
all questions related to the submitted offer.
The key point of contact for all questions regarding RBCCM's submitted offer is Kurt Freund, Manager of the
Phoenix Office, who can be reached via email or phone at kurt.freund@rbccm.com and (602) 381-5365. The
following is the firm's organizational chart for the core team
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. av
SECTION 3-8: Offer Forms
Page 5 of 65
Director
Ty,, Burgeaa
(Phoerix)
Dll'lclor
Tom Carlson
(Phoerix)
Vic• Presklsnt
KAlthryn Pong
(Phosnnc)
Anal}'1il
ll■rlna O.Collil
(f'lloenlx)
Ho.to M1Jntt'Pal i=ni4nc.e
Bob S().:tng!of'
tN•l'\I"• Yorio
Managrg DiNIClor
Jolin Snider
(Phoerux)
Vice President
Akshll Patel
(Phoeru,q
Aaoclate
Nico Luna
(Phosmx)
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Head, Capital Mar1<eu
Dorek Neldndor
(N.,,.Yor1<)
ş . :..tlln.igŠ Oll'šiO'. "it
1 .. Co•He!<l TŢn.ipO<ta:,OI,ţ
11]\(l:.,Gf"'-"Ť• ·•;,.:
r ro,n Y11n9\ - L J,
,ť. CS-, FtatW:.WC.Ol J J; T
Ct1t.'.'CtQ1
Ii 11
Co-J1i;::id. TranŦportauonl
G:1.,.,.1p
I' '•
A.ndrcw Mcndelso" ' ŧ
Managing Diector
Nm1ti1 Holiday
(N.,,.Yotl<)
tNGw York)
11 AŨ
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
Hũao t-!CC Munior-..ai
J.l.Ū4,E-1.f
Ko1th Soromo,..
(Cfllūt,IU\
Du'eclor
Glenn McGowan
(Nt,wYO!k)
1. 7
Full disclosure of any potential conflict of interest between the Offeror and any State employee who
functions or has responsibilities In the review or approval of the undertaking or carrying out of the
Contract.
RBCCM (and to our knowledge, any employee of RBCCM) has no material financial relationships with any party
or firm that may create a conflict of interest or the appearance of a conflict of interest in acting as a managing
underwriter to the State.
1.8 A Statement of whether, in the last five (5) years, the Offeror has filed (or had filed against It) any
bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment
of a receiver, trustee, or assignee for the benefit of creditors, and if so, an explanation providing relevant
details and current status.
RBCCM has not filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or
involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.
1.9 A Statement of whether there are any pending Securities Exchange Commission investigations involving
the Offeror, and if such are pending or in progress, an explanation providing relevant details and an
attached opinion of counsel as to whether the pending investigation(s) may impair the Offeror's
performance In a Contract under this RFP.
RBCCM's response to this question is limited to matters involving the Municipal Finance Group business of
RBCCM, the broker-dealer through which we conduct our municipal underwriting and financial advisory activities.
From time to time, certain of RBCCM's regulators, including the SEC, may conduct investigations, initiate
enforcement proceedings and/or enter into settlements with RBCCM with respect to issues raised in various
investigations. RBCCM complies fully with its regulators in all investigations and in all settlements RBCCM
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP .Al. ov
SECTION 3-B: Offer Forms
Page 6 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Oepanment of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
reaches. The Financial Industry Regulatory Authority ("FINRA"), in furtherance of its responsibilities as the
securities industry's self-regulatory organization pursuant to Section 15A(i) of the Securities Exchange Act of
1934, maintains a public database on registered broker-dealers and their associated persons known as
BrokerCheck (http://www.finra.org/lnvestorsfToolsCalculators/BrokerCheckl). The information made available
through BrokerCheck is derived from the Central Registration Depository (CRD®), the securities industry online
registration and licensing database. Information in CRD is obtained through forms that broker-dealers, their
associated persons and regulators complete as part of the securities industry registration and licensing process,
and to comply with comprehensive disclosure obligations imposed by FINRA and other regulators. RBCCM
discloses investigations, proceedings, litigations, arbitrations, or settlements as required through CRD, and
RBCCM makes no representations as to the existence or non-existence of any such investigations, proceedings,
litigations, arbitrations, or settlements beyond what is available through CRD. To the extent material to the
financial results of Royal Bank of Canada, any investigation, proceeding, litigation, arbitration, or settlement
involving RBCCM also is disclosed in Royal Bank of Canada's financial statements, which may be obtained by
visiting www .rbc.com/investorrelations/.
1.10 A Statement documenting all open or pending litigation initiated by Offeror or where Offeror is a
defendant or party in any litigation that may have a material Impact on Offeror's ability to deliver the
contracted services.
RBCCM's response to this question is limited to matters involving the Municipal Finance Group business of RBC
Capital Markets, LLC, the broker-dealer through which we conduct our municipal underwriting activities. From
time to time, RBCCM is a defendant or respondent in various litigations and arbitrations that arise in the ordinary
course of business. RBCCM complies fully with judicial litigations and arbitrations and in all settlements RBCCM
reaches. The Financial Industry Regulatory Authority C'FINRA"), in furtherance of its responsibilities as the
securities industry's self-regulatory organization pursuant to Section 15A(i) of the Securities Exchange Act of
1934, maintains a public database on registered broker-dealers and their associated persons known as
BrokerCheck (http://www.finra.org/lnvestorsfToolsCalculators/BrokerCheck/). The information made available
through BrokerCheck is derived from the Central Registration Depository (CRD®), the securities industry online
registration and licensing database. Information in CRD is obtained through forms that broker-dealers, their
associated persons and regulators complete as part of the securities industry registration and licensing process,
and to comply with comprehensive disclosure obligations imposed by FINRA and other regulators. RBCCM
discloses litigations, arbitrations, or settlements as required through CRD, and RBCCM makes no representations
as to the existence or non-existence of any such litigations, arbitrations, or settlements beyond what is available
through CRD. To the extent material to the financial results of Royal Bank of Canada, any litigation, arbitration,
or settlement involving RBCCM also is disclosed in Royal Bank of Canada's financial statements, which may be
obtained by visiting www.rbc.com/investorrelations/.
1.11 A Statement documenting all open or pending litigation initiated by Offeror or where Offerer is a
defendant or party in any litigation with a Public sector client.
See Response to Question 1.10.
1.12 Full disclosure of any Public Sector contracts terminated for cause or convenience in the past five (5)
years.
RBCCM does not specifically track instances in which it may have been terminated from working with any public
sector (or other) entity. That said, we can affirm that no contract with a public sector entity in Arizona has been
terminated for cause or convenience during the preceding five years. In addition, during the preceding five years,
the Firm has not been of the subject of any litigation based on allegations from an issuer client that it has violated
a contract or breached a duty of care with an issuer client arising out of a public finance engagement.
PART 3 of the Solicitation Documents
Template version 7 .0 (28-JAN-2020)
Available online at: APP.AZ.. ov
SECTION 3-B: Offer Forms
Page 7 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave .• Suite 402
Phoenix, AZ. 85D07
Underwriting Services
1.13 Full disclosure of any criminal or civil offense.
No criminal investigations have been instituted involving the Municipal Finance Department of the Finn during at
least the preceding ten years. See also our response to Questions 1.9, 1.1 O, and 1.11 herein.
1.14 Offeror shall provide evidence of any Arizona required business license to provide these services.
RBC Capital Markets, LLC is a registered Broker/Dealer with the Securities Exchange Commission, 22 Self
Regulatory organizations, 53 U.S. States and territories (including Arizona), please see "Attachment 2-A
Supplement 1 of 1 - Question 1.14" for FINRA CRD registration status. For a full detailed FINRA CRD report,
visit https://files.brokercheck.finra.orq/firm/firm 31194.odf.
1.15 Offerer shall provide copies of any professional or industry certifications that represent the services
detailed in this RFP.
All professionals assigned to this Request for Proposal are fully registered with 22 Self-Regulatoiy organizations
and the State of Arizona. Please see "Attachment 2-A Supplement 1 of 1 - Question 1.15" for FINRA CRD
registration status of RBCCM personnel.
Question 2:
Indicate whether the Offeror wishes to be considered for the position of Senior Manager or
Co-Manager. The Department may select for any financing, in addition to a Senior Manager,
one or more Co-Managers. If the Offeror were not selected as a Senior Manager for a particular
financing, would the Offerer be willing to act as a Co-Manager?
Offeror Response:
RBCCM wishes to be considered for the position of senior managing underwriter ("senior manager") for the State of
Arizona (the "State") financings. We believe that our demonstrated experience and expertise, both nationally and
particularly in the Arizona municipal market and for state-level issuers, makes us ideally suited to serve the State in the
senior underwriter role. However, should the State choose another firm as senior underwriter on a financing, we would
also welcome the opportunity to serve as a co-managing underwriter ("co-manager''). Given our historic role as financial
advisor to many State-level issuers, we also note that RBCCM would not serve as underwriter on any financing where
we are engaged as the financial advisor on such financing.
RBCCM's value as a managing underwriter is our proven ability to expand the sale and distribution of the State's debt
offerings, thereby lowering the State's Interest costs. RBCCM consistently ranks as one of the top underwriters of tax
exempt and taxable bonds, both in Arizona and nationally, as further detailed in later sections of our proposal. Our
volume of experience and familiarity with Arizona debt, coupled with our extensive distribution network, ensures that
RBCCM's participation in an underwriting is value-added. Our position in Arizona is unique in that we maintain our
high underwriter ranking while serving as financial advisor to many of the largest issuers in Arizona. Not only has
RBCCM historically served as financial advisor to the Arizona
Department of Transportation ("ADOT"), we have also served the
2020 National.Senior Mana11ed_Negotiated Rankings ·-···-·-
Arizona Department of Administration (" ADOA") and all three State
universities in this role. While this greatly impacts our underwriting
rankings in Arizona as we are precluded from underwriting financings
of these issuers, we still remain among the top several senior
managing underwriters in Arizona given the volume of senior
manager roles we undertake for other large issuers in Arizona. In
addition to our Arizona experience, RBCCM is also consistently
among the top five underwriting firms on a national basis (despite
generally also maintaining a top ranking nationally as financial
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Par Amount
Mkt.
_Bank _Sha,. 1%}
#of
• Un_doŌtiō11 Firm
\US_$ mill
liSUet
327
274
283
.. BofASOC\lities -··-·-···· . 48._564.4
. 1
1IO
. _C_!tl
37,653.7
2
_ 10,5
JP Morgon
310458.3
3
8.8
RBC Capital l\'larl<ols
za 059 6
4
7 8
G:X
!,Lorgon Stanley ...
.!H.tH.!1.f.SrllQ. ____ -··- _ ...
Goldman Sachs
Stifel
.l'iI18fl>P.n!!!..8L. _____ _
Jaffan••
fnduatry Total
25,046.B ··-·-5 -·-· 7.0. _ . _ ŎQ4 _
1B,689,Q .. _
0_ ___
5.2
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18,006.ti
7
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112
17,8ll6.5
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10
358,419
5.0
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·-·· _!._9 -·
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4.7
92
100
7,490
Sotn:e: 11'1omson Rtnttn. T Economics to Soolcn.nner.
SECTION 3-B: Offer Forms
Page B of 65
Available online at: APP.AZ.. ov
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
Underwriting Services
advisor). In 2020, RBCCM was the #4 ranked underwriter for negotiated transactions nationally, leading 626
transactions totaling over $28 billion as indicated by the independent league ranking table above. RBCCM's Municipal
Finance Group represents one of the largest, most stable commitments to municipal finance in the nation.
Question 3:
Provide a three year financial history of the firm.
Offeror Response:
Question 8 summarizes RBC Capital Markets' three-year financial performance. We have also summarized our most
recent 3-year history of financial performance in question 4 below. Complete audited financial statements for Royal
Bank of Canada for these years, including income statements and balance sheets, can be obtained at
https:/lwww.rbc.com/investor-relations/financial-information.html.
Question 4: Indicate your reported excess capital for your fiscal year ending in 2017, 2018, 2019 and 2020 if
available. Indicate your finn's ability and willingness to underwrite bonds in general under
current market conditions and give three examples in the last twelve months of transactions
where your firm has underwritten significant balances on transactions. Please indicate whether
or not your firm has, in any way, restricted the level of capital available for underwriting
municipal debt over the past 12 months.
Offeror Response:
The Royal Bank of Canada, the parent
company of RBCCM, is among the largest
and most stable financial institutions in the
world, with assets of more than $1.6 trillion
and
a
market
capitalization
of
approximately $104.719 billion as of the
end of FY2020. The Royal Bank of Canada
has distinguished itself by maintaining the
highest financial strength and stability
among our peers with ratings of Aa2/M-
ƫƬII!:!!ƭ!Ʈ!')' .Ư!IEư!JƱ.Q.Q!l_s)
.
.. ······-··- ...
··-· _ _
_ _ . ____ .. ... .
. RBC Capltal Markets ______ FY17 ___ _' _FY18 __ : __ FY19 __ :
FY20_
Total Finn (Regull!l!)IY) C"!flƲ---'_ Ƴ,ƴƵ_.01_3 :..
.I,_ƶƷƸ --··ƹ'5?.6 1.
8,715,ƺ _
To1el Eguil)' Capttal _ ----·-··
1 __ 5,428,013 .j ._ 5,665,576 :
5,905,576 ! __ . 6,465,903 .
_ Excess Net Capital _. ____ : __ 1,581,12B_!
1,572A20 : _ 1,599,801 J __ 2,462,374
:
.
'
_RBC Flnanclal Group ___ . <·-. ___ ! ____ .. --: . __ . ___ i ___ ,
_
.!ƻl firm (Ƽƽ9l!lƾ.9_ryJC.!!eƿ! .. -;- ǀ1.!!lǁ. 1rr_; _ 55,099,1ǂ. _ §9_,1¥.ǃ2 . .. DŽ,7E!JcDžZ. .
_Tolal Equity Capital .... ··--··-· 1 __ 56,919,547 !_60,769,932 ; ___ 63,501,405 __ :_ 65,130,611
Tier 1 _QdžP..i!.LJl _____ .
i .. 44,632, 1s1 I_ 4a.Lj.5,31!1) 51,53(),868 ;
ss,sso.lja
Soutce: RBC Annual Reports and FOCUS Reports
/M- (Moody's, S&P, and Fitch} even through the uncertainty and upheaval in the financial markets during the last
decade. RSC and RBCCM's reported capital position for fiscal years ending in 2017, 2018, 2019 and 2020 is detailed
in the table above.
RBCCM has no self-imposed limit on municipal underwriting liability and we have not restricted the level of capital
available for underwriting municipal debt at any time. RBCCM's maximum municipal underwriting capacity (based
on regulations requiring excess net capital of at least 7% of such amount) is $34.2 billion, which is far in excess
of the requirement for any senior managed bond transaction for the State. RBCCM does not require any sources of
outside capital and the firm has never had any internal limitations on utilizing capital for public finance.
One of the most valuable commitments an underwriter can make to an issuer is underwriting unsold balances during
turbulent market conditions, and RBCCM regularly makes large capital commitments in support of our issuer clients.
We understand that committing our capital saves the issuer the penalty level. Given RBC and RBCCM's strong financial
position and low-cost internal funding, the firm stands committed to deploy our capital to support senior managed
clients. Excess net capital is monitored and maintained for the various RBCCM business lines of which secondary and
new issue municipal activity is a subset without a distinction in capital allocation.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP .AZ. ov
SECTION 3-8: Offer Forms
Page 9 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department or Adminis1ration
State Procurement
Office
1 oo N 15th Ave .. Suite 402
Phoenix, AZ. 85007
Undeiwriting Services
Since 2017, we have committed nearly
$3.0 billion to our municipal clients by
underwriting unsold balances. The
adjacent table provides specific examples
of recent financings for which RBCCM
underwrote a significant amount of unsold
balances on behalf of our clients. For the
past two years, RBCCM has underwritten
approximately $801.831 million in unsold
balance to support our municipal clients'
financings.
.Select ɔ-BCCM _Senior Managed Capital Commrtn:i!!nts
Sale Date
Issue Oescrtptlon
Committed
Par Amount
Portion
($OOOs)
($000s)
% or
Issue
-ɕ 08/11/21 _Pecos-BiYstowɖToyah_lSD GO 2021
- 10S:84s"
fS,640-- --rr 1%"
_ 0612212.1....li.!!!l Anto!).!QY,.,ajer_System_J_unior ɗjen R.eɘ_&B_irr.
. .... _. -_i.14.
I§.- ;3!!,240 .... 14.3%.
__ 06/tg{iL!.!1.s..əgɚtes.ReptQf\NateranɛPowJlr.8.ɜy _______ .....
_438,4.ɝ--- ;30,315 ... 6.9% .
03/03121
IAflittier UHSD Sertes A____ _
_
48,750
20,785
42,6%
91/JV2.J ... tl!!tɞJJ90 Seh99J.D.ɟd.gj!:8 4021..ɠQ __ ____ ɡ ____ -·--:_-. -90,QOO_ • .,2i105
• . ii.sr.
09J30r,!0 __ ɢiɣ_SQUJ1H.eaHh & ed Fae 6..uJl:1 (St, Luke's} 2020
___ 93,650
. 2Q,645
2?J)% ..
_ _g_gnɤ2Q_,JJU0Qiɥg_.tm¥_i;\!lh Rev.2QɦQB .. _____ . __
..... -------ɧ0.09Q __ 1_6.ɨQ __ 20.5% __ _
..JlJ:ilQS_@_M!C!ljgBn ɩ!! Hsg Dev fl\!lh 29ɪ9,'L _____ ....•.... _________ 127,!)45 __ _j_2,ɫ5 .. _ jO.ɬ%-
. 05/26/ɭQ__Q.ɮfilffJ.22Qhe(:&Q.
. . ·--ɯ---·-· __ .... • ---ɰ57,tɱO --ɲ3,165_ 5.J% __
01/15120 Pueblo School District #80
207,610
20,425
9.8%
11j1[1i:_\L]^r:i;,n _r.llool_QisL`Q(tab20Q9B Bcriiii.rdetinQ. -.efs:g_1§. . _1ij.SJX) .21.i.
Question 5: Does your firm have access to additional capital, such as bank credit lines or support from a
corporate parent that can be unconditionally called on during the process of an underwriting?
Offeror Response:
Given our extensive capital base, RBCCM's municipal finance group has never had a need to access additional capital.
However, as a major global bank, RBCCM is supported by the broader capital asset base of RBC Financial Group,
which as noted in question 4, reported in excess of $63.7 billion of regulatory capital in fiscal 2020. Our risk managers
analyze the capital required among our various business units and ensure that each business unit can fully support our
client's needs at any given time. RBCCM stands committed to using capital to support any size underwriting
contemplated by the State. Additionally, each of our municipal underwriters has the authority to commit capital if
necessary to enable the completion of a transaction. With this authority in hand, they are empowered to evaluate the
market and commit to taking down bonds to support our municipal transactions in an efficient and effective manner.
This is evidenced by the approximately $3.0 billion of capital committed to transactions we've underwritten since 2017.
Question 6: Identify the key personnel within the flnn who would be directly involved in managing and
supporting the Issuers' financings should be the finn be selected, including bankers and trading
personnel. Indicate the role of these lndlvlduals, their current license status and the percentage
of the finn's total effort that will be provided by each individual. Briefly, describe the experience
of the identified team members in similar financings and, in particular, transportation
financings. Include an organizational chart for the firm's team. For the individuals assigned to
the team, show organizationally their position in the municipal finance department of the firm.
Offeror Response:
The primary individuals assigned to the State have significant experience in all areas of municipal finance, but are
particularly knowledgeable about Arizona public finance and the state and local issuers in Arizona. Their experience
covers all types of fixed rate and variable rate issues, as well as taxable and lax-exempt issues. While the full
banking and marketing resources of RBCCM will be available to the State, the particular professionals listed below
have been selected due to their experience and expertise in providing underwriting services to Arizona issuers.
From our Phoenix office, Kurt Freund, John Snider, Tom Carlson, Tye Burgess, Kathryn Pong, Akshai Patel, Nico
Luna and Marina DeCotiis will provide the management and day-to-day coverage of the State account. In particular,
Mr. Freund, Mr. Snider and Ms. Pong are knowledgeable of the State's financing programs, having served as
underwriter or financial advisor on previous financings for virtually every state-level issuer. RBCCM's Phoenix Team
will work closely with our Sales, Trading, and Underwriting Team in all aspects of the financing, including designing the
marketing plan and bond parameters, internal salesforce briefings, and in coordinating one-on-one investor meetings
in advance of marketing and pricing a bond transaction. RBCCM enjoys one of the largest sales and trading operations
on the Street, led by Keith Solomon, Head of FICC Municipal Markets. Jaime Durando, Managing Director and Head
PART 3 of the Solicitation Documents
Template version 7 .0 (28-JAN-2020}
Available online at: APP.AZ. av
SECTION 3-8: Offer Forms
Page 10of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
of Long Term Underwriting, will be the lead underwriter for any of the State's tax-exempt transactions. Glenn
McGowan, Director and Lead Taxable Underwriter, will lead all taxable transactions for the State and will serve as
additional underwriting support to Jaime Durando on every State tax-exempt financing.
Research concerning the municipal market will be provided by Chris Mauro, CFA. Mr. Mauro and his team have
secured their position as an industry leader within the municipal space through a large institutional investor following
as well as a significant media presence. Mr. Mauro has been featured on CNBC's closing bell, and is also frequently
quoted by the Wall Street Journal, Barron's, Bloomberg, and many other financial publications. Mr. Mauro's
comprehensive municipal bond research and analysis will be used by RBCCM's sales force and will be available to the
State as an underwriting client.
The State represents an important investment banking client relationship for the firm and as such, RBCCM is committed
to providing the State with quality service and personnel that serves the State's needs to the greatest extent possible.
Our staffing plan for the State has three components: (1) locally based representation; (2) experienced public finance
bankers; and (3) coverage by experienced, senior underwriting professionals. We believe this three-pronged approach
affords the State the professionalism, access and resources the State requires and deserves. Mr. Freund will serve as
Team Lead and manage the State's relationship for the Firm from the Phoenix office. Mr. Freund is one of the State's
most experienced investment bankers nationally and in Arizona, and has served as the primary banker for many of the
largest issuers in the State, including virtually all of the State-level issuers in Arizona. He is located in the Phoenix
office and would be available to attend all meetings in person.
On any transportation related financings for the Department of Transportation, RBCCM would also call upon the
expertise of a number of other transportation specialists throughout the firm. Tom Yang, Natasha Holiday, and
Andrew Mendelson, are senior investment bankers with the firm who have extensive transportation financing
expertise. These individuals would further support our banking effort by bringing "best practice" expertise from across
the country on transportation related underwritings. Finally, RBCCM proposes that if a transaction arises that would
involve derivative products, experts from our Municipal Products Group would supplement the efforts of Mr. Freund
and the rest of the banking team. It is our intention that this combination of individuals ensures the State the highest
level of expertise with immediate accessibility and response times.
The chart on the following page depicts the RBCCM Team for any State financing.
RBCCM State _of Arizona. Team
Name
litle
Core 1n..-nt Banking Team
Kurt Freund
IMãging Director
John Snidor
Tom Carlson
Tye Burgess
Kathryn Pong
Akohal Patel
, Managing Director
-,- ---
,Diractor
Voce President
Associate
'Lead Benker
laay-to-Oay Contact
.I..
- -·
I i Day-to-Day Contact
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
'Contact
Available online at: APP .AZ. ov
Location ! Years of Experien_ä I Yeara at RSCCM
Phoeni,c i
34
åæo;ni,c l
33
20
26
----····- -
14
2
SECTION 3-B: Offer Forms
Page 11 of 65
34
33
20
3
11
2
9
16
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Sales, Trading, & UndOIWl'ltln$ Toam
ŗaiŘe Durando
. : Managing. Director 8nd
i Lead Underwriter
Hřad of Muni_e(al UndŚrwrmng --ś----·----
IP. (212) 618-55628
! E. j_am(e.durando@rb=!; co'."
jP. (212) 519-8415
l
r
JNewYao<,
'
Arizona Department of Administration
State Procurement
Office
37
100 N 15th Ave., Sulte402
Phoenix, AZ. 85007
'
!
15
!
Glenn McGowan
; Director
·Taxable Underwrtter
IE. glenn.ŝ.:.9ŞaşŠrbocmšo_m
I New Yori<!
I
-
'
14
1
7
i
- -y--·--
-·
Ketth Solomon
Mwlk:11>'11 R.search
'Managing Director end
,,
. .
I Head of FICC MŜcipal Ma1<Sts Lead lnstitu11onal Sales
•
I
Chris Matro
,Head of US Municipal Slra!egy
iMunicipal Researcll
.... --------' ---- ·-------··-··-·····--·,.l··-----
;P. (312) 558-1676
i E.kelth.solomon@rbccm.com
IP. (212)616-7729
. _lE. chrls.mauro@rbccm.com _
i
I
! Chicago :
22
12
!
j NewYp!. _____ ----! ___ _2.q---
The percentage of time allocated by each professional on any given financing will vary depending on the specific type
of financing or task being undertaken. Some combination of Kurt Freund, Tom Canson, Kathryn Pong and Marina
DeCotiis wiU be involved in 100% of all services provided on any State financing. On any given financing their efforts
will constitute 60% to 70% of the overall firm effort. Jaime Durando, Glenn McGowan, and Keith Solomon will also be
involved in all debt offerings, but for a smaller percentage of time (e.g. 20-25%) to advise on marketing, pricing and
market conditions as well as to lead the Firm's underwriting efforts. Other members of the Arizona and national teams
will be involved on a deal-by-deal basis for anywhere from 5% to 20% of the firm's total effort.
Resumes and current license status for each of the team members is listed in the brief bios that follow:
Arizona Investment Banking Team
---
Name
Title
Location
Years of
Years at
I Experience
RBCCM
Kurt Freund
Managing Director
Phoenix
i--·
34
34
-
..
Mr. Kurt Freund, one of the most senior bankers within RBCCM wlll provide overall transaction management for any
financings.
Mr. Freund is a Managing Director and the Manager of the firm's Arizona municipal banking operations. Mr. Freund
Is among the most experienced investment bankers working in the municipal finance arena and has extensive
experience across a broad range of municipal financing structures. He has worked with virtually all types of issuers
and political subdivisions over a career in the municipal bond industry that spans more than 30 years. During that
time, he has led financings for state agencies, cities and towns, counties, public universities, community colleges,
school districts, nonprofit hospitals and a number of special financing authorities. Mr. Freund has been the lead
investment banker (either in an underwriting capacity or financial advisory capacity) on an extensive array of
financings for the Arizona Department of Transportation, the Arizona Department of Administration, the Arizona Sports
and Tourism Authority, and all three of the State's universities. He has also led financings for the Arizona School
Facilities Board, the Arizona Water Infrastructure Finance Authority, the Greater Arizona Development Authority, the
Arizona Department of Corrections and the Arizona Department of Economic Security. Mr. Freund has also identified
and written legislation that. due to his leadership and relationships with the Governor's office and at the Legislature,
have resulted in the enactment of statutory provisions that have been significantly beneficial to municipal issuers in
the State, including State agencies, State universities, cities and counties, and school districts. One example of his
efforts in this regard was to eliminate restrictions on premium levels that school General Obligation ("GOj Bonds
could be sold to investors, which immediately reduced interest rates on all newly sold GO bonds issued by school
districts by 20 to 40 basis points. Mr. Freund, working with Fitch Ratings Service, also developed and led enactment
of legislation that strengthened statutory provisions regarding the security for GO bonds and directly led to Fitch rating
most GO Bonds in the State to "AM.".
Prior to becoming an investment banker, Mr. Freund served in a senior staff role for seven years with the Arizona
State Senate_.,_ includin.9 as the Senior Enanpial_Advisor to the. S!mate when:t he was re_wonslble for (lrafting and_
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 12 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
analyzing legislation concerning statewide tax and expenditure policy. He has developed and drafted many Arizona
statutory provisions, including for a number of the Sate's agencies, and is regularly called upon by the Governor's
Office and the Legislative leadership and staff to provide input and advice on legislation and public policy issues. Mr.
Freund holds a Bachelor's degree in economics from Arizona State University.
Mr. Freund is currently registered with FINRA with Series 7, 24, 50, 52, 53, 63 and 79 securities licenses.
John Snider
,--ΗΘnagin·ΙΚirΛ;----r-· Phoenix
33
--
Μ33
·-··
Mr. John Snider joined RBCCM in 1989 and since that time has been involved with over $12 billion In municipal bond
financings for a variety of cities, counties, special districts, charter schools, school districts, and universities. He has
also worked with many of the State's agencies over his long career in municipal finance.
Mr. Snider heads RBC Capital Markets' Charter School Finance Group. Since 2000, RBC Capital Mar1<:ets has
financed in excess of 150 charter school projects for over 80 charter school organizations raising over $3 billion for
acquisition, construction, renovation, leasehold improvements, refinancing and related costs for charter schools. RBC
Capital Markets' Charter School Finance Group has financed or is financing charter schools in multiple states,
including Arizona, California, Florida, Maryland, Massachusetts, New Jersey, North Carolina, Texas and Louisiana.
Outside of the K-12 education area, high profile bond financings lead and completed by Mr. Snider in conjunction with
Mr. Freund include $350 million of research facilities for the University of Arizona and $450 million for the Arizona
Sports and Tourism Authority's share of the home stadium of the NFL Arizona Cardinals and MLB spring training
facilities.
Mr. Snider received his Bachelor of Science degree in finance from Arizona State University, graduating summa cum
laude, and his Master's in Business Administration from the University of Chicago. Mr. Snider's community
involvement includes sitting on several boards, including fonnerly serving as Chair of the Phoenix Boys Choir
Association and as President of Arizona School for the Arts, an excelling Arizona charter school (Mr. Snider continues
as an ASA board member & Finance Committee Chair). Mr. Snider currently serves on the board of the Arizona
Charter School Association as its Finance Chair.
Mr. Snider is currently registered with FINRA with Series 7, 50, 63 and 79 securities licenses.
--;om_C_a-rl·-·1---- -·-Director
----;.ΝΞΟix
---·
,
-;------
20
Mr. Tom Carlson, Director, and a 20-year veteran RBCCM banker, will serve as a co-lead banker to the State of
Arizona. He was born and raised in Arizona and is a 1992 graduate of the United States Naval Academy (BS in
Political Science). After a nine-year career as a F-14 Naval Flight Officer, with two deployments, and 33 combat
missions over southern Iraq, Mr. Carlson was hired by RBCCM into its Florida public finance group. He has served
as lead relationship or product banker on over $10 billion of financings for a variety of issuers including general
government, utility, transportation, and school district clients. Recent transactions as lead banker include senior
manager role on Central Florida Expressway Authority's $198 million Series 2021 D Bonds, co-senior role on Central
Florida Expressway Authority's $548 million Series 2021 Bonds, and senior manager on $236 million Series 2021
Miami-Dade County Series Subordinate Water and Sewer System Revenue Bonds. Two of Mr. Carlson's transactions
have earned Bond Buyer Deal of the Year honors including the 2004 Deal of the Year for Citizens Property Insurance
Corporation of Florida (Financial Advisor), and the 2020 P3 Deal of the Year for the Lincoln South Beltway project
issued through the Arizona IDA (Sole Underwriter). He earned an MBA from the Citadel's College of Graduate and
Professional Studies, and a MS Finance from the University of Florida.
Mr. Carlson is currently registered with FINRA with Series 7, 50, 52, 63, and 79 securities licenses.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-8: Offer Fonns
Page 13 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Tye Burgess J ______
D_ir_e_ct_o_r, ______ ...___ __ P_h_o_e_n_ix __ __._ ___ 2_
7
__ j _ __
3 __ _
Mr. Tye Burgess is a Director in the Phoenix office of RBCCM. In his 27 years in public finance, Mr. Burgess has
assisted in the structuring and marketing of numerous financings of local government municipal bonds. His experience
covers a wide range of Arizona and Utah issuers along with other issuers from the region. Mr. Burgess has assisted
clients issue a wide variety of tax-exempt and taxable municipal bond financings including general obligation bonds,
utility revenue bonds, excise-tax/franchise-tax (sales tax) revenue bonds, special assessment bonds and lease
purchase certificates of participation. As the lead banker, Mr. Burgess has senior managed transactions for the City
of Phoenix (co-lead), City of Mesa, City of Scottsdale, City of Chandler, City of Tucson (co-lead), City of Maricopa,
Regional Transportation Authority of Pima County, Utah County UT, Murray City lJT, and Sandy City UT. Prior to
joining RBCCM, he worked at Wells Fargo Securities and managed the firm's Arizona coverage from a Phoenix office
beginning in 2008. Mr. Burgess received his MBA and Bachelor's degree from Brigham Young University.
Mr. Burgess is currently registered with FINRA with Series 7, 50, 52, 53, and 63 securities licenses.
ȶhryn Pong l ______ Vice President
Phoenix
I 14
11
__ _
Ms. Kathryn Pong has worked in public finance for over 14 years. Ms. Pong joined the RBCCM Arizona Municipal
Group in 2010. Prior to joining the Firm, Ms. Pong worked at a regional investment banking finn for three years. Ms.
Pang's experience includes serving as a senior banker providing deal execution and strategic solutions to a wide
range of public sector borrowers. Ms. Pong has worked on over $15 billion in sole/senior managed and financial
advisory transactions in the State. Representative issuers where she has and will continue to serve as a key senior
banker include the Arizona Department of Transportation, Arizona Department of Administration, Regional Public
Transportation Authority, Arizona State University, Northem Arizona University, The University of Arizona, Maricopa
Community Colleges, Pima County, City of Glendale and the City ofTempe, to name a few. As a Vice President, Ms.
Pong is responsible for providing investment banking and advisory coverage as well as deal execution related to the
issuance of tax-exempt and taxable bonds for Arizona Issuers.
Ms. Pong is currently registered with FINRA with Series 7, 50, 63 and 79 securities licenses.
--ȷ;shai Paȸ ____
Vice President_
-ȹ-- Phoenix __ I _ __ ] ___
2
___ _
Mr. Akshai Patel joined RSC Capital Markets in 2019 as Vice President on the Municipal Finance team, where he
focuses on helping educational leaders in innovative and quality schools find affordable financing for their facilities -
ensuring more education dollars go to classrooms where they can have the largest impact on students. He previously
served as Chief Strategy Officer for ASU Preparatory Academies, a charter school network of 12 schools and over
3,000 students sponsored by Arizona State University, and was co-founder of Phoenix Collegiate Academy (PCA),
which was recognized as 2012 Arizona Charter School of the Year.
Driven by a passion to support the neediest students in his hometown, Mr. Patel joined Teach for America and taught
for five years. Motivated to change those students' lives permanently by helping his scholars find a path to college,
Mr. Patel joined two fellow TFA alumni to co-found PCA, the first university preparatory in that community, a Building
Excellent Schools-incubated charter school which grew into a preK-12 network serving an over 90% high-poverty and
90% minority student population. As CEO, he led the school to produce three graduating classes where over 90% of
students were accepted to a university, more than 90% matriculated to post-secondary and over 90% have persisted
there. In 2011, he was recognized as a finalist for Arizona Charter School Leader of the Year. He authored a one-of
its kind merger with Arizona State University, which was noted on S&P's Charter Sector Outlook, transfonning the
schools into the 6th ASU Prep region in 2018: "ASU Prep South Phoenix PCA." As head of strategy for that network,
he designed a growth plan to expand the footprint of ASU Prep to other underserved communities, especially Arizona
students in rural, reservation, and incarcerated settings.
Mr. Patel earned his MBA at Columbia University and M.Ed at ASU's Teachers College. He graduated summa cum
laud_e fronit,SU with a B.A. In Economics_.go___d __ a B.S., i11 PoliticȺLSciȻDȼc tie wȽȾil. Fulbright granteeJȿ,U;]:lilɀ. filt_
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. v
SECTION 3-8: Offer Forms
Page 14of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
.. aium.rius' ;;fu;; Patiara. NextGen feifowstiip,-and the ieacftounc1e/arici Board Memhe·r oTbeansi.Jst, an education.
software company that helps hundreds of high-performing schools nationally use data to improve results. He has
been an instructor at ASU Teachers College and currently teaches an introductory leadership course at ASU Public
Service Academy. He serves on the Board for the Phoenix Public Library Foundation.
Mr. Patel is currently registered with FINRA with Series 52 and 63 securities licenses.
__
.,...,
N_ic_o Luna]. •.
Assoc:ata •..... -'· . ,P
ho
DZ
ni
x_ _r· -- J. _-_-: ___ _
Mr. Nico Luna is an associate support banker in RBCCM's Arizona municipal finance practice. After spending a
summer in RBCCM's municipal finance internship program, Mr. Luna began his career as an analyst with the Firm.
He specialized in education transactions for California school and community college districts before returning to his
home state of Arizona. He has provided quantitative and execution support on more than 225 financings over the past
five years with a combined par of more than $9.50 billion. Mr. Luna earned a B.S. in Industrial and Systems
Engineering from the University of Southern California.
Mr. Luna is currently registered with FINRA with Series 7, 52, 63, and 79 securities licenses.
Marina DeCotiis
_ I
Analyst
-----'-- Dz -dzh
Ǵǵ
nix ·-·r - ·-1 -Ƕ r-- 1
Ms. Marina DeCotiis joined the Municipal Finance Department at RBC Capital Markets as an analyst in August of
2020 after completing an internship at the firm the previous summer. She provides coverage and execution support
to a wide variety of Arizona general governmental issuers including State agencies, State Universities, and local
governments. Ms. DeCotiis graduated from Washington University in St. Louis with a B.S.B.A in Finance.
Ms. DeCotiis is currently registered with FINRA with Series 50, 52, and 63 securities licenses.
Transportation Specialists
T
-;--7·
MǷnagiǸg Director, Co-Head oǹ[ San Francisco
om ang
Transportation Group
...........
-
··-
] r-
25
13
-
• ··-
-
.
..
Mr. Tom Yang has spent his entire 23-year career in public finance, with a specific focus on transportation finance.
Prior to joining RBCCM in 2007, Mr. Yang managed the transportation finance efforts in the western region of UBS
Investment Bank for nine years. Rather than simply processing bond deals, Mr. Yang invests time, sometimes
spanning years, developing credit and financing solutions for transportation issuers. As a result, Mr. Yang has
secured a breadth of transportation funding structures serving as the lead banker in senior managed transactions,
including: Sales tax revenues, Farebox revenues, Congestion Mitigation & Air Quality funds, FT A's Section 5307/5309
funds, Federal Full Funding Grant Agreements (Section 5309 New Starts), Transportation Development Act State
grant funds, and Motor vehicle revenues/fuel tax.
Mr. Yang has served as the lead for RBCCM's senior managed transportation special tax financings aggregating over
$2.0 billion in par, inclusive of: Clark County, Nevada (November 2015, $100 million; April 2014, $85 million); (Bi-State
Development Agency of the Missouri-Illinois Metropolitan District (July 2013, $381 million); City of Phoenix Transit
(June 2013, $328 million); Contra Costa Transportation Authority (December 2012, $201 million); San Francisco Bay
Area Rapid Transit (September 2012, $241 million); Los Angeles Metro Transportation Authority (August 2012, $262
million); Metropolitan Atlanta Transit Authority of Atlanta (August 2012/June 2014/September 2014, three bond issues
totaling $300 million); and San Joaquin County Transportation Authority (April 2017, $209 million; June 2014, $49
million). Mr. Yang holds a Bachelor's in Mechanical Engineering from the University of California, Berkeley, where
he graduated with High Honors.
Mr. Yang is currently registered with FINRA with Series 7, 24, 50, 53, and 63 securities licenses.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: />PP.AZ. ov
SECTION 3-8: Offer Forms
Page 15 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
---------------- - -, -------
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave .• Suite 402
Phoenix, AZ. 85007
---N-a-taǺs -hǻ Holida_y___. ____ M_a_naging D_ir_e_ct_o_r ___ r=ǼNew York_=1 ___ 1_4 _
_
_.__ ____ ǽ----
Ms. Natasha Holiday joined RBC in June 2012 with prior public finance roles in banking and as a financial advisor to
city and state governments. Ms. Holiday has structured, financed and/or advised on over $11 billion of municipal bond
transactions. At RBCCM, Ms. Holiday is a member of the Large Issuer and Transportation Groups where she provides
deal execution and quantitative, analytic and structuring analysis for large municipal and transportation issuers.
Previously, Ms. Holiday was a vice president at Scott Balice Strategies and a Senior Managing Consultant at Public
Financial Management. At both firms she helped lead the firms' expansions into the Mid-Atlantic and Northeast regions
- consulting city and state governments in a wide variety of debt management and structuring functions, and the
planning and execution of public private partnerships.
At RBCCM, Ms. Holiday serves as a lead banker for issuers including the City of New York, New York MTA, the District
of Columbia and the State of Connecticut. Ms. Holiday's transaction experience includes senior managing the State
of Connecticut's $839 million special tax obligation issue; the City of Philadelphia's $95 million Airport Revenue
refunding bond issue: senior managing in total $2 billion of bonds for the City of New York: senior managing in total
$833 million of bonds for the New York MTA; and coordinating senior manager role on the Port Authority of New York
and New Jersey's $2 billion WTC financing; leading the quantitative analysis for New Jersey Transit's proposed P3
parking transaction and other P3 initiatives for the Cities of Baltimore, Pittsburgh, Harrisburg and New York City.
Ms. Holiday is currently registered with FINRA with Series 7. 52, and 63 securities licenses.
Andrew
--r Director, Co-Head of;;ansportatioǾ-
N
y ǿ--16----.
---1-6
_
_
_
Mendelson
I
Group
ew or11:
j
Mr. Andrew Mendelson specializes in transportation finance with expertise and experience, including tax-exempt and
taxable municipal banking for transportation and large governmental issuers; specializing in transportation revenue
(sales tax, gas tax), user fee (toll road and mass transit), Federal grants (GARVEE), and P3 (demand risk and
availability payment) financings; P3 transportation financings for both greenfield and brownfield projects representing
both the private and public sectors as financial advisor and financer (tax-exempt, private-activity, and taxable bonds;
bank facilities); and particular expertise with Federal programs such as TIFIA.
Mr. Mendelson's recent senior managed mandated clients include Port Everglades (Broward County, FL), Texas
Department of Transportation, Metropolitan Washington Airports Authority, Tampa International Airport, Pennsylvania
Turnpike, New Jersey Turnpike, Illinois Tollway, Miami-Dade Expressway, New Jersey Transportation Trust Fund
Authority, Clark County Raiders Stadium, Clark County RTC, and St. Louis Metro. Recent P3 experience includes
the LAX Consolidated Rental Car Facility, Maryland Purple Line and Colorado Central 70, among others.
Mr. Mendelson focuses on complex debt strategies and financial structuring / engineering for transportation
infrastructure projects nationwide. He has led the development and structuring of multiple new indentures for large
bonding programs and worked through rating agency and investor education processes for the related new credits.
Mr. Mendelson holds an A.B. in Economics (Summa Cum Laude/Phi Beta Kappa) and a B.S. in Systems Science
and Engineering (Magna Cum Laude/Tau Beta Pi), both from Washington University in St. Louis, as well as a MBA
with specializations in Finance and Management (Stern Scholar/Beta Gamma Sigma) from New York University Stem
School of Business.
Mr. Mendelson Is currenUy registered with FINRA with Series 7, 50, 53, and 63 securities licenses.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. v
SECTION 3-8: Offer Forms
Page 16 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Municipal Sales, Trading and Underwriting Team
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Jaime Durando J
Head of Municipa
_
l _u_nd_e_rw_ri _tin_g_Ʒ __ N_ew_Y_o_rk__ Ƹ ____
3_7 __ _._ ___ 1_5 __ _
Mr. Jaime Durando is a Managing Director and Head of Municipal Syndicate for RBC Capital Markets. His primary
responsibilities include overseeing RBC Capital Markets' underwriting engagements for major transactions nationally.
Mr. Durando has 37 years' experience in Municipal underwriting and trading, having directed senior managed
transactions in excess of $95 billion in Municipal debt during his career. Prior to joining RBC Capital Markets in 2006,
he spent his career at Wachovia Bank and its predecessor organizations where he was a Managing Director and
Manager of Municipal Trading and Underwriting. Mr. Durando graduated from the University of Delaware in 1980 with
a BS-Finance degree and Seton Hall University in 1984 with a MBA-Finance.
Mr. Durando is currently registered with FINRA with Series 7, 63 & 53 securities licenses.
Glenn McGowan
Municipal Taxable Underwriting
New York
14
7
Mr. Glenn McGowan is a Director and Senior Municipal Underwriter at RBC Capital Markets. He joined RBCCM in
2013 and has more than 14 years of public finance experience serving large issuers as well as local entities across
the country. Prior to joining RBCCM, Mr. McGowan served as the Senior Municipal Bond Underwriter at TD Securities.
Prior to TD, he was a taxable and tax-exempt municipal underwriter at Goldman Sachs, where he played a key role
in leading many of the largest Build America Bond and Qualified School Construction Bond offerings that came to
market. Mr. McGowan has led tax-exempt and/or taxable offerings in the general government, transportation,
infrastructure, public power, higher education, corporate related, and housing sectors of the municipal market. Mr.
McGowan servers as the lead underwriter on all taxable municipal issues the Firm underwrites.
Mr. McGowan graduated magna cum laude from the College of the Holy Cross in Worcester, MA. with a B.A. in
economics-accounting.
Mr. McGowan is currently registered with FINRA with Series 7, 24, and 63 securities licenses.
·-- ƹƺ;th s
;
-1 · -·--· ƻ;Ƽa-;nƽƾ;ƿǀǁǂǃ· .1
Chicago
T-DŽ;;~--.---1-2--
Mr. Keith Solomon, Head of FICC Municipal Capital Markets, focuses on the strategic growth, risk management, new
product development (including electronic trading initiatives), and day-to-day management for the Trading, Sales, and
Syndication business for the Municipals and Securitized Products areas. He is also part of a team that manages a
multi-billion dollar municipal buy-and-hold investment portfolio for the Firm. In addition, he interfaces with the broader
RBC platform and participates in Fixed Income & Currency-wide initiatives. Mr. Solomon is a member of the Municipal
Capital Markets Operating Committee. Previous roles at RBCCM include Managing Director in Global Rates Strategy
and Management developing, implementing, and driving global strategies related to the cash and derivatives
businesses; Derivatives Analyst on the Institutional Municipal Trading desk concentrating on quantitative hedging and
trading strategies and building proprietary risk and analytical tools; and Senior Strategist in Fixed Income Trading
Research focusing on multi-sector transaction strategies and portfolio/balance sheet analysis for institutional
customers. Prior to RBCCM, he worked in equity research at Susquehanna Financial Group, fixed income research
at Morgan Keegan, and asset management at Goldman Sachs.
Mr. Solomon holds a Bachelor of Science with a double major in Economics and Computer Science from Yale
University and an MBA with a double major in Finance and Accounting from the Wharton School of the University of
Pennsylvania. He is a CFA Charterholder and holds the Financial Risk Manager (FRM) designation.
Mr. Solomon is currently registered with FINRA with Series 3, 7, 24, 53, 57, and 63 licenses.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-8: Offer Forms
Page 17 of 65
Municipal Research
Chris Mauro
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Managing Director
New York
35
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Surte402
Phoenix, AZ. B5007
12
Mr. Christopher Mauro is responsible for research coverage of the municipal bond market for the firm. He joined RBC
in October 2009 after spending five years as a Director and Senior Underwriter at Financial Guaranty Insurance
Company (FGIC) where he was responsible for both public and project finance transactions. Prior to FGIC, Mr. Mauro
spent nearly 20 years at Merrill Lynch, first in its Fixed Income Research Department, where he functioned as the
primary municipal revenue bond analyst for the firm, and later as a Director in its Corporate Finance Ratings Advisory
Service, where he provided a full range of credit advisory services to corporate and public sector debt issuing clients.
Mr. Mauro began his career with Moody's Investor's Service as an analyst in the Public Finance Department.
Mr. Mauro earned his MBA at Rutgers University and has a BS in Finance from Arizona State University. He is also a
Chartered Financial Analyst.
Mr. Mauro is currently registered with the FINRA SIE and Series 7 and 63 securities licenses.
-----------------__
,_ _,, -- , __ -
Below is the firm's organizational chart for the core team:
Director
T\'!!Burgeot
(Phoenix)
Director
TomCanaon
(Phoenix)
Vice Pre5idenl
Kathlyn Pong
(Phoenix)
Analyst
Marina DeCotll&
(Phoenix)
Hr:=o. Mun.-; ċI F11"1Sh'CI
Elob Spongle,
(1-JČVorl\l
Managirg Direclor
John Snider
(Phoenix)
\Ilea PreSldonl
AlcshalPalel
(Phoonix)
Aasoclate
Nico Luna
(Rloemx)
Head, Cepi181 Mal1<els
Dorek Neldndllr
(NowYorl<)
G18,:IJ"
Co-Head. TrJnsportat.cn
Grc:JJ)
Andrew Mendolson
(NewYo•kl
Managing Director
Natasha Holiday
(N<IWYOllc)
Direc:lor
Glenn McGowan
(NewYolk)
Question 7:
Describe any staffing, organizational or ownership changes which the firm and, in particular,
the municipal finance department has undergone in the past year. Disclose any additional changes that are
expected to occur in the next twelve months.
Offeror Response:
RBCCM continues to make significant investments in its municipal markets capabilities in order to meet the unique and
challenging capital raising needs of public sector organizations like the State. RBCCM's Munlclpal Markets Group
represents one of the largest commitments to public finance in the nation. Our municipal markets group employs
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.Al. ov
SECTION 3-B: Offer Forms
Page 18 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
over 270 people in 27 cities across the U.S., including Phoenix, and represents one of the larger commitments of any
firm to municipal securities in the nation. The size, breadth and expertise of our public finance business has matured
since our inception, over which time we have provided financing assistance to thousands of governmental and nonprofit
clients and underwritten tens of thousands of bond issues. Our national footprint includes long-term clients who have
utilized the Firm's services for decades, as well as many new ones in search of stability and commitment in a shifting
banking environment.
Consistent with the Finn's long-range strategic plan, we continue to actively recruit to enhance our professional staff.
This continued enhancement of the expertise and services we provide reflects RBC Capital Mar1<ets' commitment to
the municipal finance mar1<et. The firm's Arizona public finance office employs 11 professional staff members and a
support staff of two individuals, making it one of the larger public finance operations in the State. In the last 12 months
alone, we have added two additional professionals to our Phoenix office.
We intend to continue this strategy over the next twelve months. In addition, we are not aware of any changes taking
place in the next twelve months that could negatively affect RBCCM's ability to service the State's account to the fullest
extent possible.
Question 8:
Fill In the table below regarding financial perfonnance. Reminder, mark "Confident" if the
information is not to be disclosed to the public.
THE FIRM'S PERFORMANCE
LAST THREE CALENDAR YEARS/FISCAL YEARS
2018
Total Net Capital - year end ($000)
1,785,186
Excess Net Capital•
1,572,420
% of
Total Operating Revenues
11.8%
provided
by
Municipal
Finance
Operations
•Based on SEC regulations for uniform reporting
Question 9:
Fill in the table below regarding staff and offices.
LOCATION
Registered Representatl ves"
Retail
Brokers
Nationwide
1,962
Arizona
49
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
lnstibJtional
Brokers
36
0
2019
2020
1,841,077
2,769,939
1,599,801
6,465,903
11.6%
9.0%
Public Finance
Professionals
Support Staff
270
25
11
2
SECTION 3-B: Offer Forms
Page 19 of65
Available online at: APP.AZ. ov
Arizona Office Locations:
Phoenix Scottsdale Peoria Tucson
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
*Employees are to be listed in one category only.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: Af'P.AZ. ov
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
SECTION 3-8: Offer Forms
Page 20 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
EXPERIENCE REFERENCES:
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 6 007
The State intends to conduct reference checks for account referenced provided by Offerors. It may, at its sole discretion
contact additional clients not presented as references.
Offerors shall provide at least three (3) client references for assignments that replicate or mirror the requirements of
this RFP.
All assignments shall be for assignments received and completed within the last five (5) years.
Client Company/Address
City of Tempe, Arizona
20 East Sixth Street
Tempe, Arizona 85280
Phone Number
480.350.8505
Contact
Begin Date
End Date
Tom Duensing
Present
Email Address
I thomas duensing@tempe.gov
Event Scope and deliverables, include number of resources engaged in project, timeline of project
(major milestones)
RBCCM has served as the senior manager on all underwritings undertaken by the City of Tempe, Arizona, for
over 30 years, which has included many different security types of debt issues including general obligation bonds,
revenue bond financings of various types, and certificate of participation financings.
List job positions provided and technologies utilized to supplement services.
The services provided by RBCCM have included all of the services outlined in the State's scope of services section
oftheRFP.
Client Company/Address
Contact
State of Connecticut
Office of the Treasurer
Debt Management Division
Peter McApline
165 Capitol Ave, Suite 2003
Hartford, CT 06106
Phone Number
Email Address
860.702.3257
I peter.mcalpine@ct.gov
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
Begin Date
End Date
3/1/2020
5/29/2020
SECTION 3-B: Offer Forms
Page 21 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
Undeiwriting Services
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
}-
---
--
--·--
-r- ----
-- -- - -
Event Scope and deliverables, include number of resources engaged in project, timeline of project
(major milestones)
RBCCM has served as both a senior managing underwriter and as a co-managing underwriter to the State of
Connecticut. In May of 2020, RBCCM served as Bookrunning Senior Manager on the State of Connecticut's
$850,000,000 Special Tax Obligation Bonds (Transportation Infrastructure Purposes), 2020 Series A.
List job positions provided and technologies utilized to supplement services.
The services provided by RBCCM have included all of the services outlined in the State's scope of services section
oftheRFP.
Client Company/Address
TexasDepartment ofTransportation
125 E. 11th St. Austin, TX 78701
Phone Number
Contact
BenAsher
Email Address
I eeajaffiia.asher@mdot.gov
Begin Date
8/31/2019
Event Scope and deliverables, include number of resources engaged in project, timeline of
project(major milestones)
End Date
11/13/2019
RBCCM has served as both a senior managing underwriter and as a co-managing underwriter to the Texas
Department ofTransportation.
List job positions provided and technologies utilized to supplement services.
The services provided by RBCCM have included all of the services outlined in the State's scope of services
section of the RFP.
Client Company/Address
City of Glendale
5850 West Glendale Avenue, Suite 302
Glendale, AZ, 85301
Phone Number
623.930.2268
j-
Contact
Begin Date
End Date
Vicki L. Rios
1/1/2015
Present
Email Address
mas@gleadelea:15.eem
Event Scope and deliverables, include number of resourcƾs engaged in project, timeline of project
(major milestones)
PART 3 of the Solicitation Documents
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Available online at: Af'P.AZ. ov
SECTION 3-B: Offer Forms
Page 22 of 65
...
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
RBC has served as the MW1icipal Advisor or Sole Managing Underwriter on every financing undertaken by the
City for the past 6 years.
List job positions provided and technologies utilized to supplement services.
The services provided by RBCCM have included all of the services outlined in the State's scope of services section
oftheRFP.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
End of Attachment 2-A
Available online at: APP.AZ.. ov
SECTION 3-B: Offer Forms
Page 23 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Undeiwriting Services
Attachment 2-B
Organization Profile
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Sulte402
Phoenix, AZ. 85007
-------------------·--- -- - --------
STATE MAY DETERMINE YOUR PROPOSAL IS NON-RESPONSIVE IF YOU DO NOT ANSWER ALL QUESTIONS FULL y.
--- ---------- ----
- -----------------
ORGANIZA TI0N PROFILE
Firm Name
Principal
address (street,
city, state)
RBC Capital Markets, LLC
200 Vesey Street, 9th Floor, New York, NY, 10281
Year 1981
established
Limited Liability Company
----ƍnUty type:
LLC
Structure:
--1------------r-----r-----------------j
Branch or
Municipal Finance
Division:
Parent: Royal Bank of Canada
Years of experience providing goods similar in type and quantity as required by this 40
Solicitation.
1---------------·
------·-------t--------
Years of experience performing services similar in size and scope as required by this 40
Solicitation.
1------- ---------------------------- --,------1--------1
\ Name
I Title
Telephone Number I E-Mail Address
1. I Kurt Freund
Managing Director
602.381.5365
kurt.freund@rbccm.com
2.
Thomas Carlson
Director
602.381.5364
thomas.carlson@rbccm.com
3.
Kathryn Pong
Vice President
602.381.5359
kathcyn.pong@rbccm.com
J Description
I
I Issuer
I Number
I Expiration
See Attachment 2-A
4.
FirmRegistration/Certifications
Supplement 1 of 1 -
Question 1-14
\
-
--l-------------1-
------t--------+---------,
Individual
5.
Licenses/Certifications
See Attachment 2-A
Supplement 1 of 1 -
Question 1-15
6.
PART 3 of the Solicitation Documents
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Available online at: APPAZ. ov
L __
SECTION 3-B: Offer Forms
Page 24of65
Rating/Issuer
8.
Moody's
-
. -
9.
S&P
10.
Fitch
11.
Financial Statements
Location
12. Phoenix,Arizona
13.
NewYork,NewYork
14. New York, New York
Request for Proposal
Solicitation No. BPM003889
Description:
Undeiwriting Services
Score/Rank
-· · ---·----
Aa2
AA-
AA-
See response to Questions 3
and 4; Link to Financial
Statements at:
https:awww.rbc.romL inves
tor-relationsLfinancial-
infonnation.html
Work Performed
Number
Staff
Investment Banking
13
Underwriting Desk
10
Transportation Specialists
3
ATTACHMENT 2-B SUPPLEMENTS:
(Offeror to insert as required and list here or type "None" on first line)
AriZona Department of Adminislration
State Procurement
Office
Date
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
07/16/2018
11/05/2018
07/15/2021
Capacity
----
Full Service
Full Service
•-- · · -· ··-'
Full Service
15 Firm Registration & Certifications
9/20/2021
633
Registration Certifications
16 Individual Registration &
Certifications
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
9/20/2021
77
End of Attachment 2-B
Available online at: APP.AZ.. ov
Registration Certifications
SECTION 3-B: Offer Forms
Page 25 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 3-A
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Method Proposal (Method of Approach)
Question 1:
Provide a brief description of the Offeror's expertise in marketing transportation-related and
other bond Issues relevant to the Agencies. Speclflcally detail the recent, excise tax bond
Issues, grant anticipation notes, revenue bonds, Certificate of Participations (COP) and State
Revolving Fund bonds of similar magnitude and character to the proposed bond issues.
Include only transactions underwritten by the Offeror.
Offeror Response:
Summarized below is RBCCM's senior managed experience for excise tax bond issues, grant anticipation notes.
revenue bonds, certificate of participations and state revolving fund bonds during the past three years. A detailed list
of all transactions can be provided upon the State's request.
2019
2020
2021YTD
Total
mils)
# of
Par
II of
Par
# of
Par
#
Issi
(Smils)
lss,
($mils)
Issues
($mils)
lss,
Excise Tax Bond Issues
Grant Anticipation Note Issues*
Revenue Bond Issues
Certificate of Participation Issues
State Revolving Fund Issues
TOTAL
$ 774.0
15,897.7
1,080.1
410.8
$18,612.6
0
15
259
23
8
305
$ 302.4
0
15,129.2
444.6
203.1
$16,079.3
9
280
17
5
$ 124.6
0
11,076.7
1,143.5
0
311
$12,344.8
8
188
13
209
$1,: .o
0
42,103.6
2,668.2
613.9
$46,586.7
*As only ADOT undertakes Grant Anticipation Notes, we have not underwritten any such issues as we have served as Financial
Advisor on all such GAN financings for ADOT
General Underwriting Expertise
32
727
53
13
825
RBCCM's expertise in marketing all types of tax-exempt and taxable obligations, including various types of revenue
bonds as well as annually-appropriated certificates of participation, is evidenced by the volume and number of issues
that RBCCM underwrites each year, and particularly in Arizona. Despite the fact that we act as financial advisor to
many of the State's largest issuers (where we are precluded from concurrently providing underwriting services), we are
still consistently ranked among the top several firms serving as senior managing underwriter in Arizona annually. Since
January 2010, RBCCM has senior managed over $9.7 billion of tax-exempt bond issues in Arizona, representing 294
separate series of bonds or securities.
RBCCM has extensive experience with issuers both nationwide and in Arizona that have major capital programs
requiring large and frequent debt issues. In that capacity, we have served as senior, co-senior and co-manager on
numerous high profile issues that have come to market in the last decade. Specifically in Arizona, RBCCM has
extensive experience in the structuring, marketing and sales of state-level debt issues, both as a senior manager and
as a financial advisor. Included among these financings, are many large debt offerings for various agencies of the
State and for local political subdivisions, many of which are relevant and similar to the underwriting of State debt issues.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: Af'P.AZ. ov
SECTION 3-B: Offer Forms
Page 26 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Underwriting Services
RBCCM's Domestic Distribution Channels
The municipal banking, underwriting, and distribution resources of RBCCM represent one of the largest and most
diverse teams of capital markets professionals in the industry. We provide complete coverage for investors in both
taxable and tax-exempt bonds and have an extensive, multi-tiered institutional and retail distribution platform. As
detailed below, our targeted approach to the successful distribution of municipal securities involves deploying the key
aspects of our extensive network of sales professionals, which includes:
►
57 municipal markets sales, trading, and
►
►
►
underwriting professionals in 27 office locations
across the country;
14 dedicated institutional municipal salespeople
and 22 institutional and retail traders and
underwriters;
5 professionals specializing in the sales, trading
and underwriting of short-term notes and
variable rate bonds, including administering a
multi-billion remarketing portfolio;
187 retail offices in 45 states and four tenitories,
with over 856,000 accounts and $382.3 billion of
assets under administration.
Tax-Exempt Distribution Capabilities
RBCCM's Distribution NFtwork
• •
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•
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• C.pttal Mark•ts
• wealth Man;,aemont
.. •·
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RBCCM has one of the largest tax-exempt distribution networks in the nation. RBCCM's institutional sales and trading
professionals cover the full spectrum of retail and Institutional purchasers of municipal bond funds, insurance
companies, bank portfolios and trust departments, mid to large-sized corporations, municipalities, retail and high net
worth individuals. Our U.S. bond distribution capabilities have increased over the last three years, driven by continued
recruitment of new retail brokers to our wealth management platform, acquisitions and RBC's strategic decision to
"::':,::;:
M@MiiNSdjl",;IMIGI·
management.
The
_ _
ĵ
continued
expansion
of
1
RBCCM's bond distribution
·,.Ķ,,''I-:',ķ:,·
;'
capabilities have served our
underwriting dients by (a)
generating larger and more
diverse
account
participation
on
senior
managed
issues
that
facilitates the competition
National
lnatltutlonal
lnve.stors
Regional
Institutional
Investors
High Net Worth/
Retail
R"tail
that can drive yields lower, (b) providing access to less spread sensitive mid-tier institutions and professional retail
investors who can be the key to obtaining lower credit spreads and (c) increasing access to high net worth retail
investors.
Tier I Institutional Investors - RBCCM's sales and trading hubs in New York City, Chicago, Dallas, Minneapolis and
San Francisco are strategically located to ensure our sales force has direct access to the major institutional buyers of
taxable and tax-exempt securities. In order to ensure optimal marketing and distribution performance in today's ever
changing economic environment, our targeted approach to the successful distribution of municipal bonds involves the
deployment of key aspects of our extensive domestic distribution network.
Tier II & Ill Middle Market Investors - One of RBCCM's key drivers for superior marketing is our ability to obtain
superior diversification amongst investors to prevent a few large institutional buyers from dictating pricing levels.
RBCCM's roots as a regionally based broker-dealer allow us to maintain accounts with a base of small to mid-sized
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 27 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
institutions. These middle market buyers that comprise our Tier II and Tier Ill institutional base are more likely to accept
lower yields, increasing pricing flexibility.
Taxable Distribution Capabilities
RBCCM also offers the State a comprehensive global distribution network to sell any taxable municipal securities. We
dedicate a full time trader/underwriter to the taxable municipal market, and we maintain a large inventory of taxable
municipal securities. The universe of buyers for taxable bonds and debt obligations includes the traditional domestic
corporate bond investor base of pension funds, money managers, sovereign wealth funds, insurance companies, direct
bank facilities, local government investment pools, real estate investment trusts and mutual funds. RBCCM promotes
strong relationships with not only the aforementioned traditional buyers, but also with international buyers through our
globally integrated fixed income platforms.
RBCCM offers the State one of the world's largest fixed income platforms for taxable debt given the Royal Bank's home
base in Canada, where even provincial bonds are taxable issuances. We are an integrated global investment banking
firm with a sales and trading presence in virtually every major financial center worldwide. Outside of the U.S., we have
196 fixed income institutional sales people and 31 traders. Our intemational sales professionals cover an institutional
investor base of over 3,000 major accounts in 60 different countries. RBCCM comprehensively covers the taxable
municipal market and has active traders and underwriters in this space.
Question 2: Provide a summary (total par amount and number of transactions per year) and detailed list of
the fixed rate debt transactions of $200 million or more in par amount that your firm has
underwritten as senior manager In the current or prior calendar year. Separately provide a
summary and list of the fixed rate debt transactions issued by state-level transportation agencies
that your finn has underwritten as senior manager in the current and past two calendar years.
Offeror Response:
Summarized below is RBCCM's experience in the last two years as senior manager on issues of $200 million or greater,
as well as our experience for state-level transportation agencies. We have also included similar information for all
transportation financings senior managed during this period.
Greater than $200 Million
State-Level
Senior Mananod
T 1 1
Par Amount Issues
Transportation Issues
Transportation Issues
O a
.
.
Par
# of
Par
# of
Par
# of
Par
# of
Year
2021YTD
2020
2019
Total
(Smilsl
Jssues
(SmIls)
Issues
{$mils) . -
Issues
($mllsl
Issues
$ _4,317.2 __ 14 --+
9,685.3
37 __ 1
6,436.9
21
,
$20,439,4
72
$ 601.9
5
1,671.5
7
---·-----
2,518.8
5
$4,792.2
17
$3,829.9
17
$ 8,749.0
36
1,955.5
12
13,312.3
56
--- -
1,780.7
16
10,736.4
42
$7,566.1
45
$32,797.7
134
A detailed list of all fixed rate debt transactions of $200 million or more and fixed rate debt transactions issued by state
level transportation agencies that RBCCM has underwritten as senior manager in the current and prior two calendar
years are included on the following pages.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 28 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department or Administraࡿon
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
RBCCM Senior 1'1'1!!!,!!9&d. F_ࢀxeSf
.
. !l!e.. Tࢁa_riࢂactlonࢃ ࢄ_itࢅࢆ _Ar.n.ount <;re!!ࢇ!: tha_!:)_ S?QQ_l,T![ll!Qn sinc,e ,!࢈_nll!._ࢉ0.!L ___
..... _
.
. Sai&_,_ Par Amount
.
.
Security
_ Date
($mlUlonsL State __ --·--
·
·--
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-
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. ____ ..
Issue Description
--
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--
·
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-- _ ... Serles
Tax Status __ Type _
09102/21
950.000 NY
NY C Transltlonal Finance Auth
Future Tax Secured Sub Bonds
Fi scal 2022 Series B
Tax-Exempt
GO
___ 08/05'21 . ___ 219,200 __ CA _MounlSan AntoniOCorrmCࢊDI
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343,000
AZ
Tempe Clty-Arlzons
.
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_ Cettiflcatas of Pacipon
-
06/25121
271.125
MA
Massaehusetts Educ Fin AU(MEFA)
Education Loan Reve-n-ue_B_o_nd
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-- AMT
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. 06/24121- 236.135
FL
Mlaml-DadeCo-Florida. ..
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Series2021
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RV
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252.800
AZ Glendale Clly-ArlZona
Cel1lfk:ales of Participa1ion
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ANrr
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- 06122121 .
274.375
TX San Antonio City-Texa s
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Power System Revenue Bonds
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402,110
TX North Texas Tollwa y Auth (NTT A)
System Revenue & Refunding Bonds Series 2021 A . . .
AMT
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03/25n1 ___ ·221·.eso-· -PA Pennsylvania Econ Dev'i=biAuth_ .. ·-·R;venue Sends
.... ..
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.
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RV
03/19/21
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MO Mi6SOllri Hllh & Ed Faes Authority
. Health Facllttes Revenue Bonas
Series 2021 A
Tax-Exempl
RV
-01/07/21
_
__
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450. 000
CO
Denver.CltyandCoSD#f
... ...
GeneralObllgatiooSonds-· ·--.
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Tax-Exempt
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12iiimo
201,495. ·-c;.;;~··santaMonicii'CoimiciiMegeD1
. GO Refunding Bonds
2020Series
AMT
GO
10/28/20
·-211,no
CA coiisiciimrruni}'CollegeD1 ..
General Obligation Bonds
2020Series·
AMT
. -Go·
10/27120
227.495
TX
Austin Ctty-Texas
Elec Util Sys Rev Ref & 1"1) Bonds
Series 2020 A
Tax-Exernpt
RV
10121/20
. -235.000 WA .. Pierce Co (Tacoma} SD #10 ____ General 6blige1ion Bonds------Series 202o·c . ---- .. --- -- .. AMT .. ---
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General0bliga1ion8onds - ·
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Tax-Exempt
GO
10/20120
418.255
TX
sari'Aiitonlc-Ctty-Texa,---- .. --
Eledrtc&Ga's°SysRevRelBonds
--Nevi"series-202·0--·--- ·-Aw-----'i:v
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201,365
CA
Palomar Community Coll Dt
0
GOR8funding Bonds ..
---· . --2020 Series . ...
--
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10114120
236,540 . wi ""iMsconsln
_,. -
-,.
_
_
_
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---- 'series 2of 2021
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TX_ TarrantCo(Ma࢟iildࢠp __ ·-- .
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10/07/20
381 .030
VA
Virginia Small Business Fin Auth
.
Revenue Bonds
Serles 2020 A
Tax-Exempt
RV
-ioiooiio---. 250.910
TX BexarCo(North East) ISO ..
Refunding Bonds
.
Series2020
.
AMT
..
GO
. 09/17/20
200,000
NC
North Carolina HOUsing-Ffn);gcy
_____ Home' Ownership Rev & Rer Bonds
. Series 45 .
Tax-Exempt
RV
'°o9io3i:io.
212.140
PA
Pennsylvanie Housil'lg Fin Agcy (PHFA) Single Family Mortgage Rev Bonds .. ·-·-Series:io:fo.1ࢯ----
-
- Tax-Exempt ____ RV
08/13120
..
219. 890 ···cA
PomonaCily-:Califomla
-- ---- - -Pension Obligation Bonis..
.
... .
2020 Serles BJ
AMT
RV
07!08i20 ... . 366.010
WA Pierce Co (Taeoma) SD #10
. GO Refunding Bonds
.
.
-
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AMT
GO
06/09/20
211280ࢰ .. Massachusetts Educ Fin Au (MEFA)
- Education Loan Asse1 Backed Notes
.Serie:i'2020A & El
AMT
RV
05/21120 ...
247.-440 . NJ
NewJerseyHghr EdStud AsalaAu
SrStudentLoanRev&Re(Bonds
Serles 2020ABC::
AMT .
RV
05120/20-- .
850.000 CT .. --C0J1nect_ie1.rt_ .. _______________
Special Taii'obiࢱaiioiieiiiids-· .. ---·-- 2020 Selie$A
- .
fax.:exempt
--
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274.310
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Refunding Revenue Bonds
Selie$ 2020-1
Tax-Exempt
RV
04121/20
258.830
PA
Pennsylvania Econ Dev Fin Au\h ·
·· · · Revenue Bonds
·
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·
·· · · Tax-Exempt
RV
04/14/20 - ---2os:355 OH
_
__
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HamlltonCo-Ohio
----
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03/27/20
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03/0&20--. --- aoa:ooo NY ·-N1m.-Ycrt City:New York ---- General Obligation Borniii
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__ ----
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-·01iisiio -- -- 2ciili16 ·co PuebloCo(Puetiioi so 1160
General Obligation Bonds _____
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·01/09/20 · ·
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AMT
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221..19D - OH
Hamitton Ce>Ohlo
.
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AMT
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12/05119
2n.ecis.. CA
California infrslr & EDD Dev Bank
Lease Revenue Sond&
Serles-:io'i 9..
Tax-Exempt
RV
--·;i"iioo1'ii-
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NJ
New JerseyTransTrusl Fund Au
Transporation System Bonds
. ..
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Tax-Exempt
RV
12/0411f __ ... _ 946.335 · · NJ
NewJerseyTransTrust FundAu
TransporatlonSystemBonds
·2019SerfesB ·
... AMT ---·Rv
11113119 -- -- ..
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Texas-Transportation CommisSion
. St of Texas Hway I mp GO Ref Bonds -- ii"eiieii'2019' .
AMT
'i:;o
-11/06/19
-
200_000 ... TN Tennessee.Hsg-Da-vAgcy(THDA) ·--·-
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.
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.
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--ii9111/19 ..
328-6 5
FL
Broward C:0:Fionda ____ --- .
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--
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__ _
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OH
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Tax-Exempi
RV
05/15/19
726,650
PA 'li1ieghenyC0HospllalDevAuth-·----··-- ·uMPC
RevanueBonil"s '-•
OO------· ' "serles2019A
Tax-Exempt
RV
.
03114119
233.925
Ml
Michigan St Hsg Dev Au (MSHDA)
Single Famiy Mortgage Rev
Bonds ---2019-Series_A_ .
Tax-Exempt'
GO
.. cfa/13119
310,700 ·cA Mount San Antonio Comm College Dt
General Obligation Bonds· .. ---------- --Series 2019 A
Tax-Exempt
GO
03/12/19
298,180
TX
Travis Co (Aus\ln) ISD
Unltd TxSchooi Bldg & Rel Bonds
Series2019
Tax-Exempt
GO ....
-02i21i1ri
211,315 ·cA AiamedaCo(HayWard)USD
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..
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New-Jersey Hsg &MlgF
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Bond;
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R\I .. ·•
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·
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RV -
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Douglas CO SD RE#1
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Series 2019
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01/24119 _ ___ 200.000 OH ___ Miami Co-Ohio
·
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·
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PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.Al.. ov
SECTION 3-B: Offer Forms
Page 29 of 65
Request for Proposal
Solicitation No. BPM0O3889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave .• Suite 402
Phoenix, AZ 85007
RBCCM Senior Manaaed Fixed Rate Transactions Issued bY. State-Level Transϴrtatlon Agencies since Januaϵ 2019
. saie- --ParAmo-un,- - ... -
-
.
. .. -
.. ··-·
- ..
.
-
. .....
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.. Date
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__ 09/12/19 ··-·· 164.430. MO _ _Misi;our\-lHinois Met DtBϻst_DevAgy •.. Ma!IS Trans Sales Tax App Bonds .. _ Serie$ 2019 -·-···- __ Tax-Exϼ ___ RV __
_ 11/13/19 ___ 705.550
TX •. Texas Transportation Commission
__ st o!TexϽHwBL.ϾGO _Ref Bonds
Series 2019 _ _ _ _ ____ Taxable ___ _!3Q _
11/15/19
82.740
CO
Colorado Reg Transportation Dt
Sales Tax Revenue Ref Bonds
Serles 2019 A
Taxable
RV
. 12104/19 ____ • _ 619.775
NJ __ NewJeϿyTransTrust Fund_Au ____ Transporatlon System Bonds ___ .... _2019 SertesA __ ..
_
__ Tax•Exem>i-- RV-
12/04/19
946.335
NJ
New Jersey Trans Trust Fund Au
Transporation System Bonds
2019 Series B
Taxable
RV
_ Q5/ЀQ/2_Q ____ 6Ё-Ђ
CT 9>nnЃIЄ--
______
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__ 06/0020
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07/07/20 ---··· 12.950 ___ MO ___ Missoun-lmnois Met DI.Bi-st Dev Agy . _ Comb Ln MaS3 Transit Ref Bonds __ Seoos .2020A. ________ ._Tax-Exempt ____ . RV ..•
07/07/20
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RBCCM has significant underwriting experience with respect to transportation revenue bond transactions. In addition
to our work as financial advisor to ADOT, our surface transportation experience as senior manager and financial advisor
include, but are not limited to, the following:
•
Pima County, Arizona. Highway Revenue Bonds
■
New York State Thruway Authority
•
Colorado Department of Transportation
•
North Texas Tollway Authority (FA)
•
Chicago Transit Authority
•
Northwest-Parkway (FA)
.
Maryland Economic Development Corp.
.
Metropolitan Transportation Authority
•
Oklahoma Department of Transportation
■
Pennsylvania Turnpike Commission
■
Nebraska Department of Transportation
.
Texas Department of Transportation
Question 3: Identify three (3) Issuers for whom the flnn and the proposed key individuals served as a
managing underwriter in the last three years for Issues of the magnitude and type described in
this Solicitation (using Attachment 3, References). Indicate the name of the debt offering, the
par amount, the date and sale and your firm's role [Senior or Co-Manager]. Choose two of these
issuers and briefly (one to two paragraphs) describe the transaction and your firm's role or value
added for the transaction. Include a transportation transaction as one of your two examples.
Offeror Response:
While RBCCM has served as managing underwriter on numerous financings in the last three years, we have enclosed
as Attachment 3, References. one of the more active Issuers In the State that the RBCCM team has served as a senior
manager. As we have been precluded from serving in an underwriting capacity for ADOT transactions given our role
as financial advisor, we have included a case study below for a senior managed transportation financing outside of
Arizona.
$300,000,000 City of Tempe, Arizona Certificates of Participation, Taxable Series 2021
rr
Tempe.
On July 7, 2016, RBC CM sole managed $300,000,000 of Certificates of Participation, Taxable Series
2021 for the City of Tempe, Arizona. The proceeds of the Certificates. except for the proceeds held to
pay the costs of issuance. were transferred to the City for subsequent deposit with the Arizona Public
Safety Personnel Retirement System ("PSPRS") to eliminate a significant portion of the City's unfunded
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-B: Offer Forms
Page 30 of 65
Available online at: APP .AZ.
V
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
liabilities with respect to its pension plans for City police and fire personnel in the City's PSPRS accounts. As a result
of the Certificate financing, the City's PSPRS pension accounts will be funded at nearly a 100% level.
RBCCM worked closely with the City to craft a structure that would both be well received by investors and achieve the
City's goal of producing significant budgetary savings with respect to their unfunded pension liabilities. Together with
the City, RBC decided to execute a two-day pricing involving an initial order period on July 7th and a second order
period, launch, and coupon set occurring on July 8th, with the understanding that the City could choose to accelerate
the pricing process if order flow and market conditions were strong. After the initial order period generated solid investor
demand, with particularly strong interest in the front half of the maturities, the City ultimately decided to accelerate the
sale to eliminate interest rate risk. Total orders reached approximately $1.4 billion, for an aggregate 4.2x subscription
rate, which allowed for the tightening of spreads by 2-10 basis points in all but three maturities. After a successful
launch and coupon set, the final result of the financing provided an All-In TIC of 2.146%.
$850,000,000 Special Tax Obligation Bonds, 2020 Series A (Transportation Infrastructure Purposes)
®
On May 18th and 19th, RBCCM served as Senior Bookrunning Manager on the State of Connecticut's
$850,000,000 Special Tax Obligation Bonds ("STO"), 2020 Series A. RBCCM worked closely with the State
and its financial advisors to monitor market accessibility as the transaction was the State's first public market
transaction since the onset of COVID-19. RBCCM worked closely with the State to craft a clear and
informed rating agency plan resulting in the STO program's rating being affirmed with a stable outlook across three
rating agencies. After significant market dislocation, a return to strong municipal bond fund inflows and a modest new
issue calendar setup the State of Connecticut to command the attention of the market as the largest negotiated
transaction during the week of pricing. RBCCM coordinated with the State to develop a comprehensive marketing,
investor outreach and pricing strategy which included an RBCCM salesforce teach-in to provide a clear overview of the
STO credit features and answer questions related to the impact of COVID-19 on projected revenue and out year
forecasts as well as a targeted print and digital ad campaign to attract retail. There were 16 one-on-one investor calls
with the State and 4 additional investor calls with smaller investors and firms new to the STO a-edit. RBCCM's in-depth
investor outreach, differentiated couponing and proposed preliminary pricing levels resulted in strong investor demand.
The 20 investors with one-on-one calls placed $2.8 billion of orders and over 20 new investors placed $530 million of
orders. RBCCM's CT STO transaction achieved new all-time records for a State bond issue: most retail orders
($480mm), largest number of and par amount in orders ($7 .1 billion of orders placed by over 100 investors), most new
investors on a deal (20), and one of the STO program's lowest true interest cost rate at 2.96%.
Question 4:
Describe your marketing plan regarding the pricing and sale of HURF, RARF and GANs bonds,
revenue bonds, including COPs, and State Revolving Fund bonds. Describe your general
marketing plan regarding the pricing and sale of bonds, specifying categories of investors
your firm would target as potential purchasers. Identify the strategies the firm would
implement to broaden the distribution base for the bonds or to improve the Agencies'
relations with Investors to obtain the lowest possible borrowing cost for the Agencies. Please
include in this discussion your firm's thoughts on the ability of the Agencies to sell the issues
given size, maturity structure, security, etc., and your thoughts on pursuing any credit
enhancements.
Offeror Response:
RBCCM's overriding goal of any marketing plan will be to reach the broadest possible investor base in marketing and
selling debt offerings of State issuers. The broader the investor base reached, the greater the demand will be for the
State's obligations, with the result being the lowest possible interest rate. In constructing a marketing plan for the
State's debt offerings, several factors must be considered, induding general market conditions around the time of the
sale of the issue, the structure of the transaction, and other debt offerings expected to be in the market at or near the
marketing of the State's issue and crediVsecurity characteristics. As one of the leading municipal underwriters
nationally and a top underwriter of Arizona municipal debt issues, RBCCM is well-positioned to provide the State
guidance on all of these factors.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 31 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Given that each financing of the State will be unique, we would look to develop a marketing approach specific to the issue
being undertaken. In general terms, however, our marketing plan would include the following elements.
•
Create a Broad Distribution Network. Any one large investment banking firm such as RBCCM could underwrite
an entire State issue. With that said, the State generally should consider induding additional firms to the
underwriting team for its debt issuances, to be complemented on certain financings by a selling group of firms
consisting of any fimi that has a retail brokerage presence in the State. This approach, coupled with the other
sales strategies outlined below, will ensure the most comprehensive sales force is working to sell the State's
obligations.
•
Disseminate Marketing Materials Early. While the Preliminary Official Statement ("POS") for most issues is
distributed approximately a week to ten days prior to the sale, we would recommend distribution at least two weeks
prior to the scheduled sale date. This will enable all investors to become familiar with the State issuer and the
security structure for the issue. Ear1y distribution of the POS has become more and more important in recent years
as virtually all institutional investors will want to do their own research and analysis of the credit in determining
whether to be an active investor in the sale.
•
Create an Institutional Road Show Via the Internet. An electronic institutional road show conducted via the
internet or Bloomberg System is a cost and time-effective alternative to costly in-person presentations across the
country. It also allows investors outside the normal road show cities to view the presentation. For most large debt
offerings of the State, we would recommend this approach to present the bond financing to institutional investors
approximately two weeks prior to the pricing date. We would supplement the presentation with one-on-one
institutional conference calls to allow for real-time questions and answers.
•
Retail Participation. As part of our retail marketing effort, we distribute a sales memorandum to all RBCCM registered
representatives. This memorandum specifies the key aspects of the financing and the sales points for retail marketing.
In addition to this memorandum, RBCCM maintains an internal, comprehensive website that allows brokers easy and
immediate access to the details of the State's upcoming bond issues. This information is posted to the website in
advance of the distribution of the POS to ensure full coverage by the sales force. In addition, weekly conference calls
are held with underwriting, sales and retail brokers to discuss the upcoming bond calendar and to answer questions.
Finally, we would also conduct a retail marketing call available to all RBCCM registered representatives, with particular
emphasis on our marketing efforts with retaH brokers in Arizona.
•
Retain Structuring Flexibility. We would recommend that the State maintain a flexible approach to the structuring
of any offering up to and during the pricing of the issue. As different types of investors have differing investment
preferences, structuring flexibility significantly helps to broaden the investor base. A common example in recent
large offerings involves bifurcating maturities to accommodate the differing preferences of retail versus institutional
investors. While retail investors tend to prefer obligations priced at or near 100% of the security's face value,
institutions often prefer to purchase securities sold at a discount or a premium (mostly at a premium in the current
market). Accordingly, dividing the principal due in any one year and applying different coupons and prices to
appeal to these two types of buyers is beneficial. An additional example of structuring flexibility includes adjusting
the call feature on a select maturity.
•
Establishing Retail Order Period. For certain debt offerings of the State and depending on market conditions, we
may recommend the consideration of a one day retail order period prior to the sale of the bonds to institutional investors.
In the right market environment, this approach can result in enhanced distribution to retail investors.
Establishing Order Priorities that Encourage Participation. We would recommend establishing priorities for how
orders are filled that encourage participation by all members of the distribution team. Specifically, we would recommend
that Arizona retail orders be a first priority, thereby ensuring that any orders from Arizona investors are filled. This also
ensures that co-managers and selling group members "work" the issue as retail orders that they submit are likely to be
filled. Secondly, we would generally recommend that group orders not have priority. As the sales credit is automatically
shared among all members of the management team, we believe such orders do not motivate the management team
to go out and sell the issue. We would instead recommend that designated orders, where three or more firms must
receive sales credit, have priority.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. v
SECTION 3-B: Offer Forms
Page 32 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
•
Early and Frequent Communication. While a large sales force is useful for broadening the potential investor
base, it is only effective if that sales force is knowledgeable about the offering on a timely basis. As senior manager,
we would take the lead in making sure that the entire distribution team receives regular and timely information
concerning the sale. This would include providing updates on the status of the financing, ratings and credit
enhancement information as it is received, timing of the sale and the structure and parameters for the sale.
As noted above, RBCCM's marketing plan is designed to insure that the State's obligations are marketed to all
segments of the tax-exempt investor market. Our approach to the successful underwriting of our clients' debt offerings
involves coordinating all of the firm's resources in order to ensure optimal marketing and distribution performance. Our
national fixed income banking practice is supported by an extensive distribution network, with institutional salespeople,
traders, underwriters, fixed income strategists and private client investment executives strategically located throughout
the United States. As a result, we boast one of the largest domestic securities sales organizations on or off Wall Street.
RBCCM is different from many of our competitors in how we cover investors. In addition to providing top-level coverage
of Tier I investors, we also cover mid-tier investors. A key to achieving consistent, superior pricing is obtaining adequate
distribution among a diverse investor base. RBCCM's extensive securities distribution network is one of our key
competitive advantages. The firm's sales professionals sell every type of fixed income security, coveting a national,
multi-tier account base which includes bond funds, money market funds, insurance companies, bank portfolios and
trust departments, money managers, large and mid-sized corporations, municipalities and high net worth individuals.
Importantly, our sales professionals cover an account base that consists not only of the large Tier I investor segment,
but also of Tier II and Tier Ill accounts that are more likely to accept lower yields. Our roots as a regionally based
broker-dealer make us especially qualified to identify, cultivate and maintain a broad base of small to mid-sized
institutions that fall below the radar screens of our competitors. Moreover, our extensive coverage of the major Tier I
accounts provides us the opportunity to leverage the demand generated from smaller investors at more aggressive
pricing levels against the higher yields that are generally sought by the largest institutions.
This approach, coupled with our recommended marketing plan outlined in this response, will provide the broadest
possible distribution effort for the State's financings. Outlined below are the categories of potential investors we would
target for any State financing.
•
Conservative to moderate investment approach
•
Assets under management in excess of $500 million
•
Includes large money managers, band funds, money market funds, large
insurance companies, and Fortune 100 corporations
_•_Typical order size of $10 to $50 million
I .• Conservative to moderate investment approach
I
Assets under management between $100 million and $500 million
Ⱥ
• Includes mid-size money managers, and insurance companies smaller
bond funds, Fortune 500 corporations, regional banks, and trust
departments
-- Ȼypical order size of $10 to $50 _million ___ .
----- -·---·- --·--· --
•
Conservative to moderate or aggressive investment approach
•
Assets under management under $100 million
•
Includes smaller corporations and bank portfolios, municipalities, high net
worth individuals and higher yield investors of all classes
• .. Typical order size of $10 to $50 million
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available on line at: AfJP .AZ. ov
SECTION 3-B: Offer Forms
Page 33 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
Question 5:
Describe what distinguishes the ability of your firm from that of your competitors to effectively and
aggressively price and market Agency bonds. How wil I your firm ensure that the Issuers receive the best price
for any bonds or debt offering? Describe any specific recommendations to improve the process by which
Agencies' bonds are priced and marketed.
Offeror Response:
While RBCCM's qualifications to lead manage the State's prospective transactions may overlap with those of several
other national firms who appear similarly capable, RBCCM offers distinct advantages to our clients. These include
significant and longstanding commitments to municipal finance (and particularly in Arizona), extensive retail and
institutional sales capabilities, significant and recent underwriting experience for similar transactions, top-notch
Opc·rat111g Company
Rallngs
Moody'• S&P Fltc:h
Hold Ing Company
Ratings
Mootty'a S&P Fitch
analytical resources, a global presence in the financial
markets, access to the capital necessary to underwrite
transactions and a complete menu of the products and
services most likely to be needed by the State. RBCCM
possesses all of those attributes, in addition to a well
earned reputation for providing world-class client service.
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In addition to these capabilities, we are certain of one
measure by which we stand alone, and that is financial
strength and stability. RBC not only maintained its strong
capital position through even the darkest moments of the
credit crisis, but also emerged stronger than before, and
in the process has become the envy of financial
institutions around the globe. As shown in the chart to the
right, RBC is the highest rated bank in the US Municipal
Market.
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Also, RBCCM's expansion of its municipal markets capabilities since
2008 has led to significant market share growth in both par amount
and number of transactions. As shown in the adjacent graph, our
market share has almost doubled since 2008, reflecting our strong
and growing presence in the municipal market.
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Why Is this important to the State? Quite simply, turbulent markets
and challenging economic circumstances require strong, stable
financial partners. RBC, which remains the highest rated credit and
derivative counterparty operating in the municipal market, can offer
the State a track record of strength and stability that is beyond
comparison.
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Because of our strong capital base and willingness to underwrite
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bonds on behalf of our clients, RBCCM is able to achieve market level pricing for any bond offering we senior manage.
In addition, we believe our "best practices" approach to leading a transaction leads to "top of class" result for our clients
on virtually all of their debt offerings. This best practice approach includes several elements:
■
Establishing financing timetables that build in the necessary time to properly market the debt offering to rating
agencies, bond insurers (where applicable) and potential investors.
Ensuring that the established timetable is met so that sufficient marketing time actually occurs. Too often on
financings, this is not the case and the most important aspect, the actual marketing and sale of the bonds, is often
rushed to the issuer's detriment.
■
Unparalleled expertise in working with rating agencies, bond insurers and investors on explaining and positioning
State agency credits. As RBCCM has played a major role in leading the banking effort for years on many Arizona
PART 3 of the Solicitation Documents
Template version 7 .0 (28-JAN-2020)
Available online at: APP.AZ.. av
SECTION 3-8: Offer Forms
Page 34 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
agencies and local government financings, we are able to provide a unique level of service and capability to the
State in this regard.
•
Preparing investor "road show'' presentations for new State credits or for State-level debt issuers during volatile
market conditions. This has become more important since the credit crisis as each large institutional investor will
be independently analyzing the State's credits instead of simply relying on a rating agency's analysis.
•
Creating marketing opportunities for all members of the underwriting syndicate on State-level financings, so that
the entire syndicate has the opportunity, and therefore the economic motivation, to sell the State's debt offering.
Many investment bankers quite simply don't understand the market dynamics of the sales and underwriting side
of the business and, as a result, aren't equipped to assist issuers in this area. RBCCM's bankers are well versed
in these dynamics and bring that expertise to help ensure successful sales.
Ultimately, the only way for the entire financing team to ensure that the State receives the best effort for any debt
offerings is to have a pricing process that is cooperative, coordinated and transparent. As a senior managing
undeiwriter, RBCCM will prepare and distribute detailed pre-pricing materials, pricing timetables, market updates,
historical financing results, current pricing data for comparable issuances and any other information necessary to
ensure that the State and its financial advisor are well-versed in the current market dynamics. Only with this type of
detailed information, provided In a historical context, will the State be able to determine whether it received the best
execution on its sales.
Question 6:
Discuss your finn's bond distribution capabilities, both institutional and retail. Include any
significant increases or decreases in the number of employees devoted specifically to distribution in 201 B,
2019, 2020 and 2021 (If avallable) or any planned in the near future. Please d.escribe how these capabilities
have served other issuers in that period.
Offeror Response:
Since the credit crisis, the depth and breadth of an underwriter's distribution network has become a more important
part of every underwriting process, as well as the strength of a firm's balance sheet and ability to underwrite bonds for
the client's benefit. RBCCM is among the top firms in the country in having a true balanced distribution network. We
provide complete coverage of all investor classes in both taxable and tax-exempt bonds and we employ an
extensive, mum-tiered Institutional and retail marketing strategy on all major Issues. Over the last several years,
we have opted to maintain a sizable sales force by design, and we have enhanced our trading and institutional sales
staff with major hires from Citi, JP Morgan, UBS, and Morgan Stanley. The number of employees specifically devoted
to distribution has remained fairly stable over the past few years, consistent with our municipal market strategy. In
addition, we are not aware of any changes taking place in the near Mure that could negatively affect RBCCM's ability
to service the State's account to the fullest extent possible.
----------
. --·---- ·-
. ---
' \ I , RBC Competitive Advantage - Superior Market Intelligence. RBCCM brings a high level of market
intelligence to a negotiated pricing by leveraging our competitive advantage of being a leader in the
number of negotiated issues annually among the top underwriters. Of the top negotiated underwriters in
the municipal finance industry, RBCCM is in the market more frequently by far, averaging 600+ deals
per year. As a result of senior managing 10 to 12 issues per week on average, RBCCM has a unique I
"feel" for the market on any given day regarding specific investor preferences. RBCCM combines this market l
knowledge and access to Tier II and Ill investors with a comprehensive investor outreach effort, to leverage investor
j
, demand and seek the lowest possible yields at the time of pricing.
'·------------·--- pO----- --- ------· ----------· -····----- -·•· ·- -- ----
Institutional Distribution. RBCCM provides complete coverage of a national account base which includes bond funds,
pension funds, arbitrage accounts, hedge funds, insurance companies, corporations, investment advisors and high net
worth individuals. Our institutional distribution platform includes municipal sales and trading hubs in New York,
Philadelphia, Boston, Dallas, Nashville, Chicago, Minneapolis, and San Francisco. In order to ensure optimal marketing
PART 3 of the Solicitation Documents
Template version 7.0 (28-JANg2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 35 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Ari2:ona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ 85007
and distribution performance, our targeted approach to the successful distribution of municipal bonds involves the
deployment of key aspects of our extensive domestic distribution network:
■
60 fixed income institutional salespeople oovering Tier I, II, and Ill tax-exempt and taxable investors - this group is the
core component of our distribution system and is among the largest institutional salesforces in the municipal bond
industry;
•
22 municipal traders and underwriters, providing a superior depth of mal1<et intelligence and secondary trading
support;and
4 professionals who specialize solely in the distribution of short-term bonds, including administering a $14.15 billion
remarketing portfolio covering 562 separate issues.
Retail Distribution. Complementing our institutional distribution platform is the robust retail network of RBCWM,
including City National Bank, which RBC acquired in 2015. RBCCM has a team of nine retail traders dedicated to the
RBC Wealth Management retail network of over 1,900 financial
advisors who operate in 45 states through 187 offices and
RBCCM's 700 Person NYC Tiadlng Floor
approximately 331 City National brokers in 75 offices. RBCCM
ƞ
currently has $382.5 billion in assets under management, of which
$30.1 billion, or 14. 7% of total assets, are composed of municipal
debt. These traders are responsible for facilitating the purchase
and sale of tax-exempt and taxable municipal securities with all of
our retail customers. On average, they're holding over 1,000
individual securities daily in an effort to provide liquidity to our retail
clients.
RBCCM and RBCWM presently maintain four offices in the State
of Arizona including locations in the following cities: Phoenix,
Peoria, Scottsdale, and Tucson. These offices are a vital part of our ability to market municipal issues to individual
investors. These offices house 49 financial consultants, who service approximately 27,200 retail accounts in Arizona,
comprising approximately $11.2 billion of assets under management - of which $707.0 million are municipal assets.
RBCCM has leveraged its local presence in the past to successfully lead transactions for issuers in the State. By way
of example, in June and July of 2021, RBCCM served as Senior Manager to the Cities of Glendale and Tempe on their
$252.8 million and $300 million Certificates of Participation transactions respectively.
Question 7:
Provide any recommendations for additional features, services, strategies, ideas, or
innovations which could benefit the State or its agencies.
Offeror Response:
RBC Capital Markets has a long history of developing innovative solutions that are of benefit to our clients. In certain
cases, these innovations take the form of improvements to the process or approach that we and our clients use to
access the capital debt markets and, in doing so, provide a more efficient and/or less costly way of achieving the client's
goals. In other cases, the innovations we develop are designed to meet specific needs of our clients by creating new
financing programs or unique debt structures.
By way of example, RBCCM in recent years developed and assisted in the creation of a new debt enhancement
program for the State to promote lower cost school financing in Arizona. Given the firm's unique knowledge and
expertise, the Govemor's office reached out to RBCCM to request our assistance in developing a program to lower the
cost of debt financings by public charter schools and public school districts in the State. This was part of a major
education initiative of the Governor to support the growth and development of high achieving K-12 schools in lower
income areas in the State. To address this need and the Governor's goals, RBCCM developed several innovative
financing approaches to enhance the credit quality of locally issued school bonds, thereby lowering the financing costs.
Ultimately, the Governor's office selected one of the approaches that RBCCM developed, which concept was then
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: AfJP.AZ. ov
SECTION 3-B: Offer Forms
Page 36 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Adminjstration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
turned into legislation that successfully passed and created the Arizona School Credit Enhancement Board and
Program.
The Enhancement Program entailed establishing a Credit Enhancement Fund at the State level that was funded from
$20 million of previously appropriated monies of the State plus an $80 million investment of monies by the State
Treasurer in Program Funding Obligations issued by the Enhancement Board. Based on this structure and the various
financing covenants that RBCCM developed, the State would be able to leverage monies in the Enhancement Fund to
support the timely payment of principal and interest on up to $350 million of new capital financing for school construction
purposes. Using this financing approach, RBCCM was also able to negotiate a "AA-" rating from Standard & Poor's for
any debt issued that was guaranteed by the Program. As the AA- rating is far greater than the typically rating for public
charter schools and certain public district schools, the schools are able to achieve significant debt service savings which
not only enhances the ability to complete the financing to construct new schools in the first place, but also allows for
additional school facilities to be built due to the realized savings.
Reflecting the public policy importance of this Program, the School Credit Enhancement Board is comprised of the
Governor, the State Treasurer and the Director of the Department of Administration (or their respective designees).
The Program was very successful and all funds in the Program were fully leveraged to provide school financing
guarantees. for which the financings realized significant interest cost savings as planned for the Program and consistent
with the Governor's goals.
The School Credit Enhancement Program is but one recent example of the types of innovative financing concepts and
approaches that RBCCM has and will continue to be able to provide to the State and its Agencies. Our ability to provide
these kind of innovative approaches and ideas is due to the unique experience and expertise of RBCCM's local Arizona
bankers and we are not aware of any other firm that can provide this type and depth of expertise and knowledge to the
State's benefit. Additional recent examples of new and innovative financing concepts we are currently discussing with
key dients nationally and in Arizona include the following:
Tax-Exempt Gap I Receivab[es financjna: RBCCM can assist the State in exploring an innovative financing structure
recenUy utilized by the Nebraska Department ofTransportation (NDOT) to accelerate the Lincoln South Beltway Project,
a transaction in which RBCCM served as sole manager. NDOT is a pay-as-you go department and does not issue
debt for state road projects. Under a traditional pay-go procurement method, it would have taken NDOT 8 to 1 O years
to complete the project. However, due to NDOT's desire to accelerate work and complete the Project in 3 to 4 years,
NDOT modified its existing bid-build unit price contract with financing provisions that permitted interested contractors
lo propose tax-exempt or taxable gap financing (also called receivables financing) to fund the project, while NDOT
retained its traditional pay-go payment obligation.
Bond Exchange, To enhance the economics afforded by a taxable advance refunding, RBCCM can assist the State,
in conjunction with a taxable advance refunding of a particular series of bonds, to offer investors the opportunity to
exchange their existing holdings for new tax-exempt securities with longer call protection and a reduced par amount.
The exchange has the potential to benefit the State by reducing debt setvice and eliminating negative arbitrage inherent
in a taxable advance refunding transaction. For investors, portfolio values increase due to the increased duration
resulting from extending call protection; even with a reduction in bond par. RBCCM has engaged in extensive
conversations with legal counsel and investors to vet this structure. RBCCM is a market leader in executing tenders,
exchanges, consent solicitations, and repurchase programs, and our firm is well qualified to assist the State in pursuing
this approach.
Tender of Bonds. For issuers that executed taxable advance refundings of tax-exempt bonds, the issuer has
preserved its tight to refund the taxable refunding bonds in the future on a tax-exempt basis on or after the call date of
the originally refunded tax-exempt bonds. Under a number of future interest rate environments, an issuer may be able
to extract value by refinancing the taxable advance refunding bonds with proceeds of tax-exempt bonds via a tender
process, provided the new refunding series of tax-exempt bonds is issued on or after the call date of the original
refunded tax-exempt bonds. The present value savings that are generated from this strategy may increase as rates
PART 3 of the Solicitation Documents
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SECTION 3-B: Offer Forms
Page 37 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
rise and curves no11T1alize (ratios return to normal), particularly if municipals outperfonn taxables in a rising rate
environment. As interest rates rise, the longer duration of the taxable bonds will produce lower tender prices relative
to the premium callable tax-exempt bonds that would be issued to refund the taxable bonds, thus generating attractive
savings. This is particularly true for the longer maturities of a taxable issue
Question 8: Disclose (i) any material financial relationships that your firm or any firm employee has with any
party or finn that may create a conflict of interest, or the appearance of a conflict of interest, in
acting as a managing underwriter.
Offeror Response:
RBCCM (and to our knowledge, any employee of RBC Capital Markets, LLC) has no material financial relationships
with any party or firm that may create a conflict of interest or the appearance of a conflict of interest in acting as a
managing underwriter to the State.
Question 9:
Indicate which finn you would generally propose to use as Underwriter's Counsel.
Offeror Response:
RBCCM maintains excellent working relationships with all of the major municipal market lawyers across the country.
For transactions for any of the State Agencies, we would generally recommend one of the many recognized firms with
offices in Arizona, including Squire Patton Boggs; Greenberg Traurig; Ballard Spahr, Sherman & Howard LLC and Gust
Rosenfeld. For any specific transaction, we would recommend a firm from among these choices based on the specific
financing, what firm was serving as bond counsel and the knowledge of the proposed underwriter counsel firm regarding
the specific financing being undertaken.
PART 3 of the Solicitation Documents
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SECTION 3-8: Offer Forms
Page 38 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 3-B
Key Personnel Proposal
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Answer all questions thoroughly in the spaces provided. Complete this fonn in full for each one of the key personnel
proposed to be involved in carrying out the Work. Insert or attach a separate resume if desired, but any attached
resumes are supplemental to this form and do not substitute for this form. If there are more than three (3) Key Personnel,
please utilize the same form for each additional Personnel.
Name:
Current position
in company:
Position for the
Services:
What primary
functions
will be assigned?
Describe person's
experience in
performing services like
those that are to be
assigned:
Kurt M. Freund
How long with company?
34years
Managing Director
How long in position?
25years
How much of time will be
Lead Banker and Day-to-Day Contact
dedicated to the
50%
Services?
Mr. Freund will serve as the lead banker. He will manage the State's account and be
responsible for every aspect of RBCCM's service to the State.
Mr. Kurt Freund, one of the most senior bankers within RBCCM will provide overall
transaction management for any financings.
Mr. Freund is a Managing Director and the Manager of the firm's Ariwna municipal
banking operations. Mr. Freund is among the most experienced investment bankers
working in the municipal finance arena and has extensive experience across a broad
range of municipal financing structures. He bas worked with virtually all types of
issuers and political subdivisions over a career in the municipal bond industry that
spans more than 30 years. During that time, he has led financings for state agencies,
cities and towns, counties, public universities, community colleges, school districts,
nonprofit hospitals and a number of special financing authorities. Mr. Freund has
been the lead investment banker (either in an underwriting capacity or financial
advisory capacity) on an extensive array of financings for the Arizona Department of
Transportation, the Arizona Department of Administration, the Arizona Sports and
Tourism Authority, and all three of the State's universities. He has also led financings
for the Arizona School Facilities Board, the Arizona Water Infrastructure Finance
Authority, the Greater Arizona Development Authority, the Arizona Department of
Corrections and the Arizona Department of Economic Security. Mr. Freund has also
identified and written legislation that, due to his leadership and relationships with
the Governor's office and at the Legislature, have resulted in the enactment of
statutory provisions that have been significantly beneficial to municipal issuers in the
State, including State agencies, State universities, cities and counties, and school
districts. One example of his efforts in this regard was to eliminate restrictions on
premium levels that school General Obligation ("GO") Bonds could be sold to
investors, which immediately reduced interest rates on all newly sold GO bonds
issued by school districts by 20 to 40 basis points. Mr. Freund, working with Fitch
Ratings Service, also developed and led enactment of legislation that strengthened
PART 3 of the Solicitation Documents
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Page 39 of 65
Available online at: APP.Iv.. ov
List person's job-related
training and education:
Resume:
Name:
Current position
in company:
Position for the
Services:
Request for Proposal
Solicitation No. BPM003889
Description:
Undeiwriting Services
ArizOna Department or Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix. AZ. 85007
statutory provisions regarding the security for GO bonds and directly led to Fitch
rating most GO Bonds in the State to "AAA!'.
Prior to becoming an investment banker, Mr. Freund served in a senior staff role for
seven years with the Arizona State Senate, including as the Senior Financial Advisor
to the Senate where he was responsible for drafting and analyzing legislation
concerning statewide tax and expenditure policy. He has developed and drafted many
Arizona statutory provisions, including for a number of the State's agencies, and is
regularly called upon by the Governor's Office and the Legislative leadership and staff
to provide input and advice on legislation and public policy issues.
Mr. Freund holds a Bachelor's degree in economics from Arirona State University.
He is currently registered with FINRA with Series 7, 24, 50, 52, 53, 63 and 79
securities licenses.
None
John Snider
How long with company?
33years
Managing Director
How long in position?
25years
How much of time will be
Day-to-Day Contact
dedicated to the
20%
Services?
What primary
functions Mr. Snider will provide senior banking support.
will be assigned?
Mr. John Snider joined RBCCM in 1989 and since that time has been involved with
over $12 billion in municipal bond financings for a variety of cities, counties, special
districts, charter schools, school districts, and universities. He has also worked with
many of the State's agencies over his long career in municipal finance.
Mr. Snider heads RBC Capital Markets' Charter School Finance Group. Since 2000,
RBC Capital Markets has financed in excess of 150 charter school projects for over 80
Describe person's charter school organizations raising over $3 billion for acquisition, construction,
experience in renovation, leasehold improvements, refinancing and related costs for charter
performing services schools. RBC Capital Markets' Charter School Finance Group has financed or is
like those that are to financing charter schools in multiple states, including Arizona, California, Florida,
be assigned: Maryland, Massachusetts, New Jersey, North Carolina, Texas and Louisiana.
Outside of the K-12 education area, high profile bond financings lead and completed
by Mr. Snider in conjunction with Mr. Freund include $350 million of research
facilities for the University of Arizona and $450 million for the Arizona Sports and
Tourism Authority's share of the home stadium of the NFL Arizona Cardinals and
MLB spring training facilities.
PART 3 of the Solicitation Documents
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SECTION 3-B: Offer Forms
Page 40 of65
List person's job
related training and
education:
Resume:
Name:
Current position
in company:
Position for the
Services:
What primary
functions
will be assigned?
Describe person's
experience in
performing services
like those that are to
be assigned:
List person's job
related training and
education:
Resume:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Mr. Snider received his Bachelor of Science degree in finance from Arizona State
University, graduating summa cum laude, and his Master's in Business
Administration from the University of Chicago. Mr. Snider currently serves on the
board of the Arizona Charter School Association as its Finance Chair. He is currently
registered with FINRA with Series 7, 50, 63 and 79 securities licenses.
None
Tom Carlson
How long with company?
2oyears
Director
How long in position?
uyears
Day-to-Day Contact and Transaction
How much of time will be
Execution
dedicated to the
25%
Services?
Mr. Carlson will serve as day-to-day contact and will be responsible for transaction
execution.
Mr. Tom Carlson, Director, and a 20-year veteran RBCCM banker, will serve as a co
lead banker to the State of Arizona. He was born and raised in Arizona and is a 1992
graduate of the United States Naval Academy (BS in Political Science). After a nine
year career as a F-14 Naval Flight Officer, with two deployments, and 33 combat
missions over southern Iraq, Mr. Carlson was hired by RBCCM into its Florida public
finance group. He has served as lead relationship or product banker on over $10
billion of financings for a variety of issuers including general government, utility,
transportation, and school district clients. Recent transactions as lead banker include
senior manager role on Central Florida Expressway Authority's $198 million Series
2021D Bonds, co-senior role on Central Florida Expressway Authority's $548 million
Series 2021 Bonds, and senior manager on $236 million Series 2021 Miami-Dade
County Series Subordinate Water and Sewer System Revenue Bonds. Two of Mr.
Carlson's transactions have earned Bond Buyer Deal of the Year honors including the
2004 Deal of the Year for Citizens Property Insurance Corporation of Florida
(Financial Advisor), and the 2020 P3 Deal of the Year for the Lincoln South Beltway
project issued through the Arizona IDA (Sole Underwriter).
Mr. Carlson earned an MBA from the Citadel's College of Graduate and Professional
Studies, and a MS Finance from the University of Florida. He is currently registered
with FINRA with Series 7, 50, 52, 63, and 79 securities licenses.
None
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-B: Offer Forms
Page 41 of 65
Available online at: APP.AZ. ov
.
Name:
Current position
in company:
Position for the
Seivices:
What primary
functions
will be assigned?
Describe person's
experience in
performing seivices
like those that are to
be assigned:
List person's job-
related training and
education:
Resume:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Tye Burgess
Director
Day-to-Day Contact and Transaction
Execution
Anzona Department of Administration
State Procurement
Office
100 N 151hAve., Suite402
Phoenix, AZ. 85007
How long with company?
3years
How long in position?
3years
How much of time will be
dedicated to the
20%
Seivices?
Mr. Burgess will serve as day-to-day contact and will be responsible for transaction
execution.
Mr. Tye Burgess is a Director in the Phoenix office of RBCCM. In his 27 years in public
finance, Mr. Burgess has assisted in the structuring and marketing of numerous
financings oflocal government municipal bonds. His experience covers a wide range
of Arizona and Utah issuers along with other issuers from the region. Mr. Burgess has
assisted clients issue a wide variety of tax-exempt and taxable municipal bond
financings including general obligation bonds, utility revenue bonds, excise-
tax/franchise-tax (sales tax) revenue bonds, special assessment bonds and lease-
purchase certificates of participation. As the lead banker, Mr. Burgess has senior
managed transactions for the City of Phoenix (co-lead), City of Mesa, City of
Scottsdale, City of Chandler, City of Tucson (co-lead), City of Maricopa, Regional
Transportation Authority of Pima County, Utah County UT, Murray City UT, and
Sandy City UT. Prior to joining RBCCM, he worked at Wells Fargo Securities and
managed the firm's Arizona coverage from a Phoenix office beginning in 2008.
Mr. Burgess graduated with a B.S. in Economics from Brigham Young University and
an M.B.A from the Marriott School of Management - BYU. Mr. Burgess is currently
registered with FINRA with Series 7, 50, 52, 53, and 63 securities licenses.
None
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-8: Offer Forms
Page 42 of65
Available online at: APP.AZ. ov
Name:
Current position
in company:
Position for the
Services:
What primary
functions
will be assigned?
Describe person's
experience in
performing services
like those that are to
be assigned:
List person's job
related training and
education:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Kathryn Pong
Vice President
Day-to-Day Contact and Transaction
Execution
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Sulte402
Phoenix, AZ 85007
How long with company?
nyears
How long in position?
5years
How much of time will be
dedicated to the
50%
Services?
Ms. Pong will serve as day-to-day contact and will be responsible for transaction
execution.
Ms. Kathryn Pong has worked in public finance for over 14 years. Ms. Pong joined
the RBCCM Arizona Municipal Group in 2010. Prior to joining the Finn, Ms. Pong
worked at a regional investment banking firm for three years. Ms. Pong's experience
includes serving as a senior banker providing deal execution and strategic solutions
to a wide range of public sector borrowers. Ms. Pong has worked on over $15 billion
in sole/senior managed and financial advisory transactions in the State.
Representative issuers where she has and will continue to serve as a key senior
banker include the Arizona Department of Transportation, Arizona Department of
Administration, Regional Public Transportation Authority, Arizona State University,
Northern Arizona University, The University of Arizona, Maricopa
Community Colleges, Pima County, City of Glendale and the City of Tempe, to name
a few. As a Vice President, Ms. Pong is responsible for providing investment
banking and advisory coverage as well as deal execution related to the issuance of
tax-exempt and taxable bonds for Arizona Issuers.
Ms. Pong received her Bachelor of Science degree in medical technology from the
University of Santo Tomas, graduating cum laude. Ms. Pong is currently registered
with FINRA with Series 7, 50, 63 and 79 securities licenses.
Resume: I None
----------------------------
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-8: Offer Forms
Page 43 of 65
.
Name:
Current position
in company:
Position for the
Services:
VVhat primary
functions
will be assigned?
Describe person's
experience in
performing services
like those that are to
be assigned:
List person's job
related training and
education:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Akshai Patel
Vice President
Day-to-Day Contact and Transaction
Execution
Mr. Patel will provide transaction support.
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ 85007
How long with company?
2years
How long in position?
2years
How much of time will be
dedicated to the
IO%
Services?
Mr. Akshai Patel joined RBC Capital Markets in 2019 as Vice President on the
Municipal Finance team, where he focuses on helping educational leaders in
innovative and quality schools find affordable financing for their facilities - ensuring
more education dollars go to classrooms where they can have the largest impact on
students. He previously served as Chief Strategy Officer for ASU Preparatory
Academies, a charter school network of 12 schools and over 3,000 students sponsored
by Arizona State University, and was co-founder of Phoenix Collegiate Academy
(PCA), which was recognized as 2012Arizona Charter School of the Year.
Driven by a passion to support the neediest students in his hometown, Mr. Patel
joined Teach for America and taught for five years. Motivated to change those
students' lives permanently by helping his scholars find a path to college, Mr. Patel
joined two fellowTFA alumni to co-found PCA, the first university preparatory in that
community, a Building Excellent Schools-incubated charter school which grew into a
preK-12 network serving an over 90% high-poverty and 90% minority student
population. As CEO, he led the school to produce three graduating classes where over
90% of students were accepted to a university, more than 90% matriculated to post
secondary and over 90% have persisted there. In 2011, he was recognized as a finalist
for Arizona Charter School Leader of the Year. He authored a one-of-its kind merger
with Arizona State University, which was noted on S&P's Charter Sector Outlook,
transforming the schools into the 6th ASU Prep region in 2018: "ASU Prep South
Phoenix PCA." As head of strategy for that network, he designed a growth plan to
expand the footprint of ASU Prep to other underserved communities, especially
Arizona students in rural, reservation, and incarcerated settings.
Mr. Patel earned his MBA at Columbia University and M.Ed at ASU's Teachers
College. He graduated summa cum laude from ASU with a B.A. in Economics and a
B.S, in Political Science. He was a Fulbright grantee to Chile, an alumnus of the
Pahara NextGen Fellowship, and the lead founder and Board Member of DeansList,
an education software company that helps hundreds of high-performing schools
nationally use data to improve results. He has been an instructor at ASU Teachers
College and currently teaches an introductory leadership course at ASU Public
Service Academy. He serves on the Board for the Phoenix Public Library Foundation.
Mr. Patel is currently registered with FINRA with Series 52 and 63 licenses.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-B: Offer Forms
Page 44 of 65
Available online at: APP.AZ. ov
-
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
Resume: I None
Name:
NicoLuna
How long with company?
sycars
Current position
Associate
How long in position?
5years
in company:
Position for the
How much of time will be
Transaction Support
dedicated to the
40%
Services:
Services?
What primary
Mr. Luna will provide quantitative and analytical support.
functions
will be assigned?
Mr. Nico Luna is an associate support banker in RBCCM's Arizona municipal finance
Describe person's practice. After spending a summer in RBCCM's municipal finance internship
experience in
program, Mr. Luna began his career as an analyst with the Firm. He specialized in
education transactions for California school and community college districts before
performing services
returning to his home state of Arizona. He has provided quantitative and execution
like those that are to support on more than 225 financings over the past five years with a combined par of
be assigned:
more than $9.50 billion.
List person's job-
Mr. Luna earned a B.S. in Industrial and Systems Engineering from the University
related training and
of Southern California. Mr. Luna is currently registered with FINRA with Series 7,
education:
52, 63, and 79 securities licenses.
Resume:
None
PART 3 of the Solicitation Documents
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SECTION 3-8: Offer Forms
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Available online at: APP.AZ. ov
■
Name:
Current position
in company:
Position for the
Services:
What primary
functions
will be assigned?
Describe person's
experience in
perfonning services
like those that are to
be assigned:
List person's job-
related training and
education:
Resume:
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Marina DeCotiis
Analyst
Transaction Support
Arizona Department of Administration
State Procurement
Office
1 oo N 15th Ave., Suite 402
Phoenix, AZ. 85007
How long with company?
1year
How long in position?
1year
How much of time will be
dedicated to the
50%
Services?
Ms. DeCotiis will provide quantitative and analytical support.
Ms. Marina DeCotiis joined the Municipal Finance Department at RBC Capital
Markets as an analyst in August of 2020 after completing an internship at the firm
the previous summer. She provides coverage and execution support to a wide variety
of Arizona general governmental issuers including State agencies, State Universities,
and local governments.
Ms. DeCotiis graduated from Washington University in St. Louis with a B.S.B.A in
Finance. She is currently registered with the FINRA with Series 50, 52, and 63
securities licenses.
None
End of Attachment 3-B
PART 3 of the Solicitation Documents
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SECTION 3-B: Offer Forms
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Available online at: APP.AZ. ov
Request for Proposal
Solicitation No. BPM003889
Description:
Arizona Department of Administration
State Procurement
Office
Underwriting Services
100 N 15th Ave., Sulte402
Phoenix, AZ 85007
Attachment 3-C
Proposed Subcontractors
Check "NO" if you WILL NOT subcontract any portion of the Work and will therefore be carrying out all of the Work
with your own personnel.
[ X I NO,
_
th_e_O_
ffe_r_o_r _w-
ill_n_o_t -su_b_c_o-nt- ra_c_t-an_y __ P
-
_¯
-
rt-
°¯
-n-o_f
_th_e
_
W
_
o_rk-.
-----------
It you WILL subcontract any portion of the Work, check "YES" below and list name of persons or companies you
propose to use as subcontractors.
1.
Fill in the information for every significant subcontractor - indicate the type of work the subcontractor will
perform under the Contract, and their approximate percentage of the total Contract work.
2.
Provide copies of relevant certifications each one possesses in the Attachment Supplements section.
3.
Provide description of quality assurance methods and quality control measures that you will use to ensure
that Subcontractor work meets the Contract requirements.
4.
State may demand additional information about proposed subcontractors as a precondition of award.
J I YES, the Offeror will use the Subcontractors listed below:
1.
Name
17. Name
18. Name
19. Name
20. Name
21. Name
22. Name
23 \ Name
•,
select
select
select
select
select
select
select
select
select
I
-----. -
------·
I
24.j Name
t_
---i
25.
Name
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
select
End of Attachment 3-C
Available online at: APP.Al.. ov
SECTION 3-8: Offer Form s
Page 47 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 3-D
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave , Suite 402
Phoenix, AZ. 85007
________ .Boycott of Israel Disclosure _________ _
Please note that if JWL.Of the following apply to this Solicitation, Contract, or Contractor, then the
Offeror mall.select the "Exempt Solicitation, Contract, or Contractor'' option below:
•
The Solicitation or Contract has an estimated value of less than $100,000;
•
Contractor is a sole proprietorship;
•
Contractor has fewer than ten (10) employees; OR
•
Contractor is a non-profit organization.
Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts "unless the
contract includes a written certification that the company is not currently engaged in, and agrees for
the duration of the contract to not engage in, a boycott of goods or services from Israel."
Under A.RS. §35-393:
1. "Boycott'' means engaging in a refusal to deal, terminating business activities or performing other actions
that are intended to limit commercial relations with entities doing business in Israel or in territories controlled
by Israel, if those actions are taken either:
(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.
(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not
based on a valid business reason.
2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, limited liability company or other entity or business association, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit
activity and that has ten or more full-time employees.
5. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or
department of this State or a political subdivision of this State.
The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a
regulation issued pursuant to that section. See A.R.S. §35-393.03.
In compliance with A.R.S. §§35-393 et seq., all offerors must select one of the followlng:
L. The Company submitting this Offer does pot participate in, and agrees not to participate in during the term
of the contract, a boycott of Israel in accordance with A.R.S. §§35-393 et seq. I understand that my entire
response will become public record in accordance with A.AC. R2-7-C317.
o
The Company submitting this Offer ,s;I.Qaparticipate in a boycott of Israel as described in A.R.S. §§35-393
et seq.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-8: Offer Forms
Page 48 of65
I
I
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
o
Exempt Solicitation, Contract, or Contractor.
Arizona Depar1ment of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Indicate which of the following statements applies to this Contract
□Solicitation or Contract has an estimated value of less than $100,000;
□Contractor Is a sole proprietorship;
□Contractor has fewer than ten (10) employees; and/or
□Contractor is a non-profit organization.
RBC Capital Markets, LLC
/4
Company Name
Signature of Person Authorized to Sign I
2398 E. Camelback Road, Suite 700
Kurt M. Freund
Address
Printed Name
I
Phoenix
AZ.
85016
Managing Director
l City
I
State I
Zip
Title
I
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
End of Attachment 3-D
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 49 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 4
Pricing Sheet
Arizona Department of AdmlnistraVon
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Pttecoc shall lndjcate cost he12w and return wjtb tb8ic offer, Qftecoc shaH ioput $1 Wi1bio APP under the
ITEMS (fl TAB {or system response tracking pyrposes:
•
ADOT will not pay separately for these or any other costs.
•
Do not enter any Alternative Descriptions.
•
Do not enter Taxes.
*Based on SEC regulations for unifonn reporting
SPREAD COMPONENT
$100M
$100M
$100M
HURF Senior
RARF Senior
GANs Senior
30-Year Level Debt
20-Year Level Debt
12-Year Level Debt
1.
Management Fee (1)
$0.00
$0.00
$0.00
2.
Underwriting Fee
0.00
0.00
0.00
3.
Expenses (2)
0.15
0.15
0.15
Subtotal
$0.15
$0.15
$0.15
Average Takedown
$1.80
$1.80
$1.80
TOTAL
$1.95
$1.95
$1.95
(1) Management fee for SENIOR manager only.
(2) Expenses are to include clearance costs, computer charges, day loan costs, MSRB fees,
CUSIP, PSA, OTC, travel and other expenses. DO NOT INCLUDE UNDERWRITERS'
COUNSEL FEES.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: PPP.AZ. ov
SECTION 3-B: Offer Forms
Page 50 of 65
Request for Proposal
Solicitation No. BPM003889
Description:
Aona Department of Administration
State Procurement
Office
Underwriting Services
100 N 15th Ave., Sutte 402
Phoenix, AZ. 85007
•
Based on current underlying ratings of the Department's HURF, RARF and GAN
obligations as of the date of this proposal. Lower ratings may result in an adjustment to
fees.
•
Assumes each issue has a final maturity as shown in the schedule. Longer maturity
ranges for any issue may affect fees.
•
Assumes RBCCM as senior manager with at least a 60% liability level.
•
Expenses are based on current rates from third-party providers and are subject to change
as such third party fees change, subject to Department approval.
•
Takedowns by maturity are subject to negotiation per the RFP and as required by market
conditions, structuring changes and other factors.
NON TRANSPORTATION REVENUE BONDS/CERTIFICATES OF PARTICIPATION
SCHEDULE OF UNDERWRITING SPREAD COMPONENTS (1 )*
$10M
$SOM
$200M
$10M
$SOM
20-Year
20-Year
20-Year
20-Year
20-Year
Level
Level
Level
Level
Level
SPREAD COMPONENT
Debt
Debt
Debt
Debt
Debt
Retail
Institutional
1.
Management Fee
$2.50
$0.00
$0.00
$2.50
$0.00
2.
Underwriting Fee
0.00
0.00
0.00
0.00
0.00
3.
Clearance Related Expenses (2)
0.31
0.25
0.25
0.31
0.25
4.
Out of Pocket Expenses (3)
10,000
20,000
25,000
10,000
20,000
Subtotal
$3.81
$0.65
$0.38
$3.81
$0.65
Average Takedown (4)
8.00
7.50
6.50
8.00
7.50
TOTAL
$11.81
$8.15
$6.88
$11.81
$8.15
(1)
Stipulate all assumptions used in producing underwriting spread components including the firm's
recommended composition of the sale of bonds to institutional and retail investors.
RBCCM would only be able to recommend the composition of the sale of bonds to institutional and
retail investors on knowing the specific debt transaction that was being sold and marketed to investors
factoring in such issues as market conditions, issue size and structure, credit ratings, etc. Undeiwriting
fees for sales to institutional and retail investors would be the same.
Assumptions:
•
Based on assumed underlying ratings of AA from two of the major credit rating agencies. Lower
ratings from one or more rating agency would result in adjustment to fees as follows, subject to
negotiations with the issuer as provided in the RFP:
Up to $2.50 per $1,000 and $5,000 to the minimum for underlying Aa3/AA 1 credit rating
Up to $5.00 per $1,000 and $10,000 to the minimum for under1ying A category credit rating
PART 3 of the Solicitation Documents
Template version 7.0 {28-JAN-2020)
Available online at: APP J.:l... ov
SECTION 3-B: Offer Forms
Page 51 of65
$200M
20-Year
Level
Debt
$0.00
0.00
0.25
25,000
$0.38
6.50
$6.88
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Sulte402
Phoenix, AZ. 85007
Up to $10.00 per $1,000 and $15,000 to the minimum for underlying Baa/BBB category credit
rating
Up to $20.00 per $1,000 and $20,000 to the minimum with no underlying credit rating
•
Assumes each issue has a final maturity as shown in the schedule. Longer maturity ranges for
any issue may affect fees subject to negotiation with the issuer as provided in the RFP.
•
Assumes RBCCM as sole manager for issues of $30 million or less and as senior manager with
at least a 60% liability level on all issues over $30 million.
•
Clearance related and out-of-popket expenses are based on current rates from third-party
providers and are subject to change as such third party fees change, subject to issuer approval
as provided in the RFP.
•
Takedowns by maturity are subject to negotiation per the RFP and as required by market
conditions, structuring changes and other factors.
•
For Arizona municipal financings other than the State and State agencies, fees are subject to
adjustments below:
-
Management fee of up to $2.50 per $1,000;
-
Amortizations longer than 10years, add up to $0.25 per $1,000 for each year above 10 years;
-
For debt refinancing issues, add up to $25,000 to Management Fees
(2)
Clearance related expenses should include clearance costs, computer charges, day loan costs,
MSRB fees, PSA fees, and other size-related expenses. Fee should be expressed as $1,000 of issue
size. On a separate attachment, indicate what items are included in the "clearance related expenses"
component of the gross spread.
See "Attachment 4 Supplement- Breakdown of Clearance Related Expenses."
(3)
Out-of-Pocket expenses should include travel, closing costs, and other non-size related expenses.
Fees should be expressed as a fixed dollar amount. On a separate attachment, indicate what items
are included in the "out-of-pocket expenses" component of the gross spread. This amount should be
listed as a fixed dollar amount per issue, not as a price per $1,000 of par issued and should include
underwriter's counsel fees.
See "Attachment 4 Supplement - Breakdown of Clearance Related Expenses."
(4)
This amount should be listed as $1,000 of issue size .
NOTE: The Department shall not be responsible for any charges not indicated on the Price
Sheet submitted.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
End of Attachment 4
Available online at: APP .AZ.. ov
SECTION 3-8: Offer Forms
Page 52 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 5-A
Confidential Information Designation
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, /\Z. 85007
All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be
disclosed if there is an appropriate public records request at the time of or after the award of the contract.
Recognizing there may be materials included in a solicitation response that are proprietary or a trade secret, a
process is set out in A.AC. R2-7-103 (copy attached) that will allow qualifying materials to be designated as
confidential and excluded from disclosure. For purposes of this process the definition of "trade secret' will be the
same as that set out in A.A.C. R2-7-101(52).
Complete this form return it with your Offer along with the appropriate supporting information to assist State in
making its determination as to whether any of the materials submitted as part of your Offer should be designated
confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.
STATE WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER 'CONFIDENTIAL" UNLESS DESIGNATED ON THIS FORM.
Check one of the following - if neither is checked, State will assume that as equivalent to "DOES NOT":
X
This response DOES NOT contain proprietary or trade secret information. I understand that
my entire response will become public record in accordance with A.A.C. R2-7-C317.
This response DOES contain trade secret information because it contains information that:
1.
Is a formula, pattern, compilation, program, device, method, technique or process,
AND
2.
Derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; AND
3.
Is the subject of efforts by myself or my organization that are reasonable under the
circumstances to maintain its secrecy.
NOTE: Failure to attach an explanation may result in a determination that the information does not meet the statutory
trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C. R2-7-
101 (52) will become public in accordance with A.A.C. R2-7-C317. State may make its own determination on materials
in accordance with A.A.C. R2-7-103.
If State agrees with Offeror's designation of trade secret or confidentiality and the determination is challenged, the
undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties,
including legal counsel or other necessary assistance.
By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary
information may be shared with an evaluation committee and technical advisors during the evaluation process.
Offeror agrees to indemnify and hold State, its agents and employees, harmless from any claims or causes of action
relating to State's withholding of information based upon reliance on the above representations, including the
payment of all costs and attorney fees incurred by State in defending such an action.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: />PP.AZ. ov
SECTION 3-B: Offer Fonns
Page 53 of65
RBC Capital Markets, LLC
Offe1'01'Company Name
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave .• Sulte402
Phoenix. AZ. 85007
A;;/-/4
Signature of Authonzsd Person
7 ;398 E. Camelback Road, Suite 700
-
.
. -·
Kurt M. Freund
Address
Printed Name
n
Phoenix
AZ
85016
Managing Director
City
I
State
I
Zip
TIiie
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
End of Attachment 5-A
Available online at: APP .AZ. ov
SECTION 3-B: Offer Forms
Page 54 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
Copy of A.A.C. R2-7-103 [Confidential Information]
as was current at time of Solicitation issuance
PROVIDED FOR REFERENCE ONLY
- -·-·--•-··-·-----
----------------
A.
If a person wants to assert that a person's offer, specification, or protest contains a trade secret or
other proprietary information, a person shall include with the submission a statement supporting this
assertion. A person shall clearly designate any trade secret and other proprietary information, using
the term "confidential". Contract terms and conditions, pricing, and information generally available to
the public are not considered confidential information under this Section.
B.
Until a final determination is made under subsection (C), an agency chief procurement officer shall
not disclose information designated as confidential under subsection (A) except to those individuals
deemed by an agency chief procurement officer to have a legitimate state interest.
C.
Upon receipt of a submission, an agency chief procurement officer shall make one of the following
written determinations:
1.
The designated information is confidential and the agency chief procurement officer shall not
disclose the information except to those individuals deemed by the agency chief procurement
officer to have a legitimate state interest;
2.
The designated information is not confidential; or
3.
Additional information is required before a final confidentiality determination can be made.
D.
If an agency chief procurement officer determines that information submitted is not confidential, a
person who made the submission shall be notified in writing. The notice shall include a time period
for requesting a review of the determination by the state procurement administrator.
E.
An agency chief procurement officer may release information designated as confidential under
subsection (A) if:
1.
A request for review is not received by the state procurement administrator within the time
period specified in the notice; or
2.
The state procurement administrator, after review, makes a written determination that the
designated information is not confidential.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: Af'P.AZ.. ov
SECTION 3-8: Offer Forms
Page 55 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 5-B
Conformance Statements
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
(When taking exceptions, Attachment 5-B and supplements must be uploaded as a
separate word doc. file titled "Attachment 5-8".)
STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.
READ PARAGRAPH 6.8 OF THE INSTRUCTIONS TO OFFERORS BEFORE TAKING ANY EXCEPTIONS-TAKING EXCEPTIONS CAN BE GROUNDS FOR
STATE REJECTING OR DQ\11,N--GRADING YOUR OFFER IN EVALUATION.
CONFORMANCE TO THE INSTRUCTIONS:
(PART 3 OF THE SOLICITATION)
Check one of the following - if neither is checked, State will assume that as equivalent to "YES":
X
YES - Offeror acknowledges that it has read and understands the Instructions to Offerors
in Section 3-A of the Solicitation Documents and attests that its Offer complies.
NO - Offeror acknowledges that it has read and understands the Instructions to Offerors
in Section 3-A of the Solicitation Documents, and attests that its Offer complies with both
EXCEPT FOR the exceptions listed in Attachment 5-8 Supplement 1.
CONFORMANCE TO THE SCOPE AND PRICING DOCUMENTS:
(PART 2 OF THE SOLICITATION)
Check one of the following - if neither is checked, State will assume that as equivalent to "YES":
YES - Offeror acknowledges that it has read and understands the Scope Document and the
X
Pricing Document in Part 2 of the Solicitation Documents and attests that its Offer complies
with both.
NO - Offeror acknowledges that it has read and understands the Scope Document and the
Pricing Document in Part 2 of the Solicitation Documents and attests that its Offer complies
with both EXCEPT FOR the exceptions listed in Attachment 5-8 Supplement 2.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ.. ov
SECTION 3-B: Offer Forms
Page 56 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
CONFORMANCE TO THE CONTRACT TERMS AND CONDITIONS:
(PART 2 OF THE SOLICITATION)
Check one of the following - if neither is checked, State will assume that as equivalent to "YES":
X
YES - Offeror acknowledges that it has read and understands the Special Terms and
Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and
Appendices, in Part 2 of the Solicitation Documents and attests that its Offer complies with
both.
NO- Offeror acknowledges that it has read and understand the Special Terms and
Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and
Appendices in Part 2 of the Solicitation Documents and attests that its Offer complies with
both EXCEPT FOR the exceptions listed in Attachment 5-B Supplement 3.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-8: Offer Forms
Page 57 of65
Available online at: APP.AZ. ov
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
ATTACHMENT 5-B Supplement No. 1
Exceptions to Instructions
Section 3-A: Instructions to Offerors
X
X Exception:
X Rationale:
X
X Exception:
X Rationale:
X
X Exception:
X Rationale:
X
X
X
Arizona Department of AdminlstraUon
State Procurement
Office
100 N 15th Ave., Suite 402
PhOenlx, /!>Z 85007
RFP language (Copy and
P.aste from SoHcltatlon)
RBC Capital Markets, LLC
j Company Name
LJ Signature of Person Authorized to Sign
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP Al. ov
SECTION 3-8: Offer Forms
Page 58 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
ATTACHMENT 5-8 Supplement No. 2:
Exceptions to Scope of Work and Pricing
...... ; ' -: .
..
Article I
,Paragra
ph or
Exhibit
Referen
ce
:.
-'I.
-
'..
•
,
►"''
Proposed_ Ct:,c1ng7s I Nternat8 Language
Section 2-A: Scope of Work
X
X Exception:
X Rationale;
X
X Exception;
X Rationale:
X
X Exception:
X Rationale:
Section 2-8: Pricing Document
X
X Exception:
X Rationale:
X
X Exception:
X Rationale:
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available oniine at: APP.AZ. ov
X
X
X
X
X
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Sutte402
Phoenix, AZ 85007
RFP Language (Copy and
Paste lrom Solicitation)
SECTION 3-B: Offer Forms
Page 59of65
RBC Capital Markets, LLC
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Anzona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
I Company Name
LJ Signature of Person Authorized to Sign
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 60 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Undeiwriting Seivices
ATTACHMENT 5-8 Supplement No. 3:
Exceptions to Contract Terms & Conditions
Article/
Paragra
ph or
Exhibit
Referen
ce
Proposed Changes/ Alternate Language
Section 2-C: Special Terms & Conditions
X
X
X
Article/
Paragra
ph or
Appendi
X
Referen
ce
X Exception:
X Rationale:
X Exception:
XRationale:
XException:
X Rationale:
Proposed Changes I Alternate Language
Section 2-D: Uniform Terms & Conditions
X
X Exception:
Rationale:
X
X Exception:
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.Al. ov
X
X
X
X
X
Arizona Department of Admlnls1raUon
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
RFP Language (Copy and
Paste from Solicitation)
RFP Language (Copy and
Paste from Solicitation)
SECTION 3-8: Offer Forms
Page 61 of65
I X Rationale,
RSC Capital Markets, LLC
/ Company Name
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ. 85007
D Signature of Person Authorized to Sign
End of Attachment 5-B
•
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
SECTION 3-8: Offer Forms
Page 62 of 65
Available online at: APP."2.. ov
Request for Proposal
Solicitation No. BPM003889
Description:
Underwriting Services
Attachment 5-C
Letter of lnsurability
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
The Offeror shall provide a Letter of lnsurability from your Insurance company as a proof that the Offerer currently
possesses the required insurance as stated in the Section 6.2 of Special Terms and Conditions or the Offeror is able
to obtain the required Minimum Scope and Limits of Insurance should a contract be awarded to them.
The Letter of lnsurability (and any additional letters) should be clearly marked as
Attachment 5 -C Supplement Insurance
See "Attachment 5-C Supplement Insurance."
NOTE: If Awarded a Contract, The Offerer shall provide a Certificate of Insurance (e.g. ACORD forms) and
associated policy endorsement(s) prior to beginning service(s) under the Contract.
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
End of Attachment 5-C
Available online at: APP.AZ. ov
SECTION 3-B: Offer Forms
Page 63 of65
RESERVED
Request for Proposal
Solicitation No. BPM0O3889
Description:
Underwriting Services
Attachment 5-0
End of Attachment 5-D
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available Online at: APP .AZ. ov
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite402
Phoenix, AZ. 85007
SECTION 3-B: Offer Forms
Page 64 of65
Request for Proposal
Solicitation No. BPM003889
Description:
Undeiwriting Services
Attachment 5-E
Offer Checklist
Arizona Department of Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
STATE MAY DETERMINE YOUR PROPOSAL IS NON-RESPONSIVE IFYOU DO NOT SUBMIT ALL ATTACHMENTS.
----- -----
DOCUMENT
SUBMITTED
Attachment 1:
Offer and Acceptance Form
0YES□no
Attachment 2-A:
Experience and Capacity Questionnaire
liZIYES □ no
Attachment 2-8:
Organization Profile
liZI YES□ no
Attachment 3-A:
Method Proposal
liZIYES □no
Attachment 3-8:
Key Personnel Proposal
liZIYES □no
Attachment 3-C:
Proposed Subcontractors
li2'JYES □no
Attachment 3-E:
Israel Boycott Disclosure
liZIYES □no
Attachment 4:
Pricing Sheets
li2'JYES □no
Attachment 5-A:
Confidential Information Designation
0YES □no
Attachment 5-8:
Conformance Statements
li2'J YES D no
Attachment 5-C:
Letter of lnsurability
li2'J YES D no
Attachment 5-D:
Reserved
N/A
Attachment 5-E:
Offer Checklist
liZIYES Ono
End of Attachment 5-E
End of Part3
1/2/2020
PART 3 of the Solicitation Documents
Template version 7.0 (28-JAN-2020)
Available online at: APP.AZ. ov
74
SECTION 3-8: Offer Forms
Page 65 of65
4/29/2021
i) CTR058509
Contract Amendment
Contract Amendment No. 1
(Underwriting Services)
(RSC Capital Markets Corp)
Arizona Department of
Administration
State Procurement
Office 100 N. 1SU'
Avenue, Suite 402
Phoenix, AZ 85007
This Contract Amendment Number 3 to extend the Contract period of February 1, 2023 through
January 31, 2024 is hereby executed in accordance with the Uniform Terms and Conditions, Section
5.1 Amendments, and the Special Terms and Conditions Paragraph 3.1, Term of Contract
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED
REMOVE Language for UNILATERAL-Amendment as required
This amendment shall be fully executed upon the electronic approval in the State e-Procurement system by an
authorized representative of the Contractor and applied to the contract In the State a-Procurement system tiy the
Procurement Officer or delegate.
Available online
at
app.az.qov
75
Page
11
4/29/2021
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
RBC CAPITAL MARKETS, LLC
EXHIBITB
Pricing Sheet
76
4/29/2021
bhibB
Pr!drgBheet
Qf'lffO, .,,._, kw;llut• COit blllciw and ratumw@h a- an.r. on,ro,: ,,-u ll'fPUU1 Wfttlln APPYOS!t[ tlppl'[IM• m TAP tor •wtam r--eonH tracktnq purpoga·
IOOTwill notPIYHPIIJ•tolyfor ltlH& or •nrottaer 00,11.
•
Oonot•tikfTa>cM-.
$100M
$100M
$10CM
SPREAD COM"ONENT
HURF Senior
RARF SENIOR
GANa S■nior
3<>-Y-u,yot 0.bt
20-Year Level Debi.
12-Year Level O
1. emontFee
S0.00
S0.00
,o.oo
2. lklde!wrlting Fee
0.00
0.00
0.00
3. &penses
0.15
0.11
0.16
Subtollll
f0.11
SO.fl
,0.1&
Averao,, T 81!1down
$1.70
,1.ro
$1.70
TOTAi
sua
•ua
.,.e&
11) Mon1Q0111ent foe for SeNIOR manager onl)I.
(2) Expenses a"O ta Include clearanc.e co1ta, computer charges, d&y ban casts, Nl3RB fees, CUSIP, PSA OTC. travel and othet
...;,ensos. 00 NOT NCW□E UNDERWRITERS' COUNSEL FEES.
8osod ex, current UndettiVlg ra1ingl cf lh• Doponmenr• HURF, RARF lllld GAN obligations .. <I Ill• d•"' al 1h11 Pl"-'"'·
u,werret>,gs may result In an "4usbnentlo,......
Msum11• each issue hu a final maturftya11hoNn ln.theschedue. Longermat\.rttyrangea toranylss may affec:;tfees.
AseLlllas RBCCM a& ,e,ifor mGnggerwlth at lealta80% lily levef.
Expemcl lite b11ed on cu-rent rate! from thlrd-p,,rty proyidcr1 and wo aubfect to change as ■uchthird partyfN.I ch■nge,
1ubjeot to Oepanment _.,,.L
Takedowns by mat&lily are 1utitec:t to nogotiatio" per the RFP and m required by mar1ce1 concltioru, 1tructlQlfJ chalges Incl
other factors.
NOTE: TM Department &hall not ba nts.pensibl• for any char;•• not Indicated on the Prtc■ Sh•■t submitted.
NON TRANSPORTATION REVENUE 80ND81c:ERTIFICATE8 OF PARTICIPATION
SCHEDULE OF UNDERWRITING SPREAD COMPONENTS (1)
t10M ·-
f10M
._,
f200M
SPREAD COWONENT
20-Year
»Y•u
20-vear
20-Y•ar
20-Year
20-You
Retail
Institutional
1. -.-...... ltfflant Foe
$2.50
S0.00
so.oo
$2.50
$0.00
$0.00
2. Undorwrillno Fee
so.co
S0.00
$0.00
S0.00
so.co
$0.00
3. Canc;:e Related 1;..--..,H
$0.31
$0.25
S0.25
$0.31
$0.25
$0.25
,4, Out of Pocket i:wrv-n:scs
10.000
20,000
26,000
10,000
20,000
25.000
Su-
.3.11
10.N
f0,38
$3.11
$D.IS
SO.SI
Averao,,T-
$7.75
$7.25
$8.25
$7.75
$7.25
$8.25
TOTAL
e11.&a
$7.10
U.13
$ff.Si
$7.,0
K.D
(1) Stipulate all asaumptions .used In prodUelng undal'Writing ■pread components nclUdlnQ tha fm1'1 n,ccmmended composltian of the
aaJo or bond1 t0 ln:atlbJtlonal and ratall lnvoe:to111.
- RBCCM .wuld only be •bl• to recQmm,nd lhlll compoa;ttlun cdthe nl• ofbondl tG imtiii,ticna/ •nd nit•II invetton on krKNINlg 'tf,a •JHH:ita dabl
tr-on that...,., being sold lWI markated to inwatol'I fa,ctolfng In fllCh laauaa • martcot conditions, lnuo 11tze -,d 1tn.ictvrc, credit rallngs, etc.
lk\dNV«Htng Ila b ..... 1D imtllutional and l"fflll lnwstoll WCIUld bl the 'lafflO,
As1tmj)tlcna:
B•edcinauum.ct undeftylng rstlngs of AA tom twn o/the majorcrd raUno 1gmc:iN. Lowar r'Sttlllil tam arw ar mare llltlng agency wen.Id
rNLnrl adjultfflllnt !D l!:11:a H lillawa, 'lil.bJocl to n.tilJOtiatlan1 with th•࢘•ucr .. pro࢙ded In th& RFP:
Up to 12.5D pcf 11,COOand ࢚.DOOtolh■ minimum for 1.1nclclf1lng Aa'lJMt c;racllt .. tinlil
Up lo 15.DOp.r 11,000 .,d $10,000 ID the mlnimum b' undmylngA cllegoty cr•llt rating
Up•࢛ $10.00 per $1.DOO .and sn,rno to the rnifSmim lu undof1ytng eaa1aaa cat.gory c:redlt rltlng
Up to 120.00 per S1 .aoa and $20,000 to Ibo minimum •Utl no undqlng er.st rating
.-.,umff ■■ch ••ca nas • final m•tinttyas ahown In 1'111d'litaul■. Longu m•1Uitt1ranoe1 t:)ranylHU■ rn•y•ff'ltd tau ■utl_:lei:t࢜ nago'liatlon
-Mth the luu..- u pr01oldlld in tho RFP.
,..,umn R8CCMn 10/e man1gc1 lbr lw•u" ofl3D minion ix IIJIII end H a■ralor m1n1geir with ■t lea■ta&D-% ll•bllilylSY■l on .i1 i••u•• o•r
࢝mlll1a'I.
Cl•■r■nac roi•ted 1nd out-of'࢞paelclll nJi•nna a,, ti■sad i,n c,,,u•nlrwta■ frQm tllrd-p•࢟ptmldara •nd are tubjtd ta chan;-H nctl third party
t.H ehmae, sub,11,c:t to IHu• approwl u pro"1d9d in the Rf P.
Takadowll'I bymltl.rrtty■ra 1ubj1dlo nsgoU,llon Ptrtl• RFP and• ,-qui rad b)',oarketeqndlona. 1Uuct1.11lng ch.ngaa Md other etotltt.
F'CH' MzDnamuNCl,-1 ln■ncifr,a1 ot'ltr1h■nl'l1 liU:■ts and &uit. ao•nde9, fl■■ .,. aubf•ctto a.:t]u1tm11nts below:
Maneg■m11nt lie vf up lei '2.50 par St,000;
Amortlzatlami lcnࢠr than 10 YNl'I, add up to $0.25 par $1,000 lbr aachyea, ■'i:MMI 10 years;
For dabt ratnanelll!I IHUOI, •dd up to 125,0DO lo Man■gem■nt Feot-
f.21 ClH11111ce Nll■l■d .xp■nus •ho.rid include cln,wu::• cos ta, eomputu ch■rut,. day loan cotl,, MSRB fe:ct, PSA fNI, and ath■r al:zHWlee■d
cࢡcnsc,. Fu 1twiulࢢ De .npraHod-■ 11,00D oUnu■ stza. On• •..-ta llhachmenf, lndlc•te v.tiat lt■tm ar11 Included In 1tle -C:learam:e ntaltad
ewpensK• carnpanant of Iha s,os• spread.
•
SN 'Attaahm•nl 4 aupp,.m•nt-,,.■kdown of ci.a,ano. RaN1-6{-f"n•s. •
(3) Ovt-oJ.Packet npensei; e;ho,uld lncludll IITll!II, d1211in,g coi.ts, Ind other norHIH rel•ed apen1u. Feo11 shoUd be opra1od n • txed 4ollar
amount. On• teper■te .ttachmorrt, lncic■l• vitlat t.11"11 Q111 lncUdltd In th■ •out-of.pock at upe,nn,• compontnt ollht IJ'GH •ࢣ· Thlt •mount
1hDl..lld blll V•led •• • IX'Dd lfoflar amliUlt pa, 1-■uo, nol n • prfoe pe,$1,000 olp•r inucd and should lncludaundsrwrit9ni eouMol ftties.
•
See •Att:ao.htnent ii 81,1pplefflwnt- e..-alldown of Cl•aranoe R■Eat.d bp•n-s. •
(') Tobi amlJIJnt 11hm.id be llstl!d u S.1,000 cfLuua: •lze,
NOT!: Tho Oepartnwnt •taall not bo reapanalbla for anv ahara•• not lndlaat•d on the Price SM•t submhted.
4/29/2021