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HomeMy WebLinkAbout238-18 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 238-18 File Number: 2018-0631 RFQ 18-15 STEPHENS, INC.: A RESOLUTION TO APPROVE A CONTRACT WITH STEPHENS, INC. PURSUANT TO RFQ 18-15 FOR BOND UNDERWRITING AND RELATED SERVICES AS NEEDED THROUGH DECEMBER 31, 2023 WHEREAS, Stephens, Inc. has provided excellent bond underwriting and related services for various bonds issued by the City of Fayetteville for the last several years; and WHEREAS, a City selection committee reviewed applications and interviewed potential bond underwriting firms prior to selecting Stephens, Inc. as bond underwriter subject to City Council approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of Stephens, Inc. as the City's Bond Underwriter, pursuant to RFQ 18-15 and authorizes Mayor Jordan to sign the contract with Stephens, Inc. to serve as the City's Bond Underwriter through December 31, 2023. PASSED and APPROVED on 11/20/2018 APPRPk D: i 1 LIONELD AN, Wayor ATTEST: SONDRA E. SMITTI, City Clerk Treasu z' =00 FAYETIEVILLE; _ Page 1 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Text File File Number: 2018-0631 Agenda Date: 11/20/2018 Version: 1 Status: Agenda Ready In Control: City Council Meeting File Type: Resolution Agenda Number: A. 9 RFQ 18-15 STEPHENS, INC.: A RESOLUTION TO APPROVE A CONTRACT WITH STEPHENS, INC. PURSUANT TO RFQ 18-15 FOR BOND UNDERWRITING AND RELATED SERVICES AS NEEDED THROUGH DECEMBER 31, 2023 WHEREAS, Stephens, Inc. has provided excellent bond underwriting and related services for various bonds issued by the City of Fayetteville for the last several years; and WHEREAS, a City selection committee reviewed applications and interviewed potential bond underwriting firms prior to selecting Stephens, Inc. as bond underwriter subject to City Council approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the selection of Stephens, Inc. as the City's Bond Underwriter pursuant to RFQ 18-15 and authorizes Mayor Jordan to sign the contract with Stephens, Inc. to serve as the City's Bond Underwriter through December 31, 2023. City of Fayetteville, Arkansas Page 1 Printed on 11/20/2015 Andrea Foren City of Fayetteville Staff Review Form 2018-0631 Legistar File ID 11/20/2018 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/2/2018 Submitted By Submitted Date Action Recommendation: PURCHASING (160) Division / Department Approval of a five-year contract with Stephens, Inc., through RFP 18-15, to provide bond underwriting services for the City during the bond issuance process through December 31, 2023. Budget Impact: Account Number Project Number Budgeted Item? Yes Current Budget Funds Obligated Current Balance Fund Project Title $ f _. Does item have a cost? Yes Item Cost Budget Adjustment Attached? No Budget Adjustment Remaining Budget $ V20180321 Purchase Order Number: N/A Previous Ordinance or Resolution # 03-14 Change Order Number: N/A Approval Date: Original Contract Number: N/A Comments: Amount of fees will vary with each bond issue according to contract pricing. Each bond issue will be approved by the Fayetteville City Council. CITY OF FAYETTEVILLE ARKANSAS MEETING OF NOVEMBER 20, 2018 TO: Mayor and City Council THRU: Paul A. Becker, Chief Financial Officer FROM: Andrea Foren, Purchasing Manager DATE: Friday, November 2, 2018 CITY COUNCIL MEMO SUBJECT: Approval of a five-year contract with Stephens, Inc. for bond underwriter services RECOMMENDATION: Approval of a five-year contract with Stephens, Inc., through RFP 18-15, to provide bond underwriting services for the City during the bond issuance process through December 31, 2023. BACKGROUND: The City issues bonds to provide funding for City Council approved projects. Due to the complexity and nature of bond issues, the City has a need to acquire third party bond underwriting services in connection with the bond issuance process. DISCUSSION: The City advertised RFP 18-05, Bond Underwriter on August 15, 2018 and performed vendor outreach to firms with bond underwriting experience. A total of eight firms responded. On September 24, 2018 the selection committee short listed three firms. Interviews were held on October 11, 2018. After interviews and discussion, the selection committee voted Stephens, Inc. as the top ranked firm according to the selection criteria presented in the request for proposals. The City entered into contract negotiations with Stephens, Inc. and presents the attached contract for consideration. BUDGET/STAFF IMPACT: The cost of bond underwriting services is payable form the proceeds of the successful sale of the City's bonds. Attachments: Contract with Stephens, Inc. including Appendix A, B and C Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 - CITY OF CONTRACT FOR BOND UNDERWRITER SERVICES FAY E T T E V I L L E Reference: RFQ 18-15, Bond Underwriter ARKANSAS Vendor: Stephens, Inc. Term: Five (5) years through December 31, 2023 This contract executed thisay of WRA120,12018, between the City of Fayetteville, Arkansas acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE or CITY), and Stephens, Inc, (hereinafter called Stephens) in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The City of Fayetteville desires to hire Stephens to provide bond underwriter services as explained in RFQ 18-15 during the term of this agreement. Stephens was selected by a City of Fayetteville selection committee after a competitive Request for Qualifications process, hereby identified as RFQ 18-15. Although Stephens entire Public Finance Department was considered during this selection process, the City's excellent experience working with Executive Vice President, Dennis Hunt was a major component of the City's selection of Stephens as its Bond Underwriter. 2. The City of Fayetteville agrees to negotiate with Stephens to determine the proper and fair Underwriting Discount, which is typically expected to fall within the proposed $3.95 - $4.95 per $1,000,00 for a minimum bond issue of $50,000,000. The Underwriters Discount with 5tephens may exceed the $3.95 - $4.95 range for more complex bond issues which require increased time and effort to plan and execute. The Underwriters Discount to be paid from bond sale proceeds shall be the only payments made by the City of Fayetteville for Stephen s Bond Underwriting and related services. 3. Stephens agrees to continue its services to the City of Fayetteville as its Bond Underwriter for its proposed Underwriting Discount and to negotiate with the City for each bond issuance. Stephens agrees not to charge further fees (such as Underwriter's Counsel, etc.) without prior written agreement with the City of Fayetteville. 4. Stephens agrees that its fees shall only become payable and be paid from proceeds from the successful sale of the proposed bond issuance by the City of Fayetteville. If, for whatever reason the proposed bonds are not issued or sold, 5tephens agrees to make no claim for compensation for its services provided in anticipation of the issuance and sale of the City of Fayetteville's bonds. This contract shall be effective from the date of its approval by both parties until December 31, 2023. However, in the event Dennis Hunt is no longer is the primary assigned person for the City of Fayetteville's proposed bond issues, the City of Fayetteville may terminate this contract within thirty (30) days written notice to Stephen s and engage in another Request for Qualifications selection process. Furthermore, both parties have a right to terminate this contract upon ninety (90) calendar days written notice to the other party. In the event of termination, claims for compensation owed the consultant by the City shall be limited to verifiable services rendered. 6. The Contract documents which comprise the contract between the City of Fayetteville and Stephens_ consist of this'Contract and the following documents attached hereto, and made a part hereof: a, Appendix A: Request for Statements of Qualification identified as RFP 18-15 with the specifications and conditions typed thereon. b. Appendix B: Stephens submitted proposal response to RFP 18-15 c. Appendix C: Stephens Certificate(s) of Insurance These Contract documents constitute the entire agreement between the City of Fayetteville and Stephens and may be modified only by a duly executed written instrument signed by the City of Fayetteville and Stephens City of Fayetteville, AR Contract: RFP 18-15, Bond Underwriter Page 1 of 2 8. Stephens shall not assign its duties under the terms of this agreement. 9. Stephens agrees to hold the City of Fayetteville harmless and indemnify the City of Fayetteville, against any and all claims for property damage, personal injury or death, arising from Stephens performance of this contract. This clause shall not in any form or manner be construed to waive that tort immunity set forth under Arkansas Law. 10. Stephens shall furnish certificates of insurance addressed to the City of Fayetteville, showing coverage for insurance listed in Appendix C which shall be maintained throughout the term of the Contract. Such certificate shall be provided to the City within seven (7) calendar days after contract award. a. Any work sublet, the contractor shall require the subcontractor similarly to provide worker's compensation insurance. In case any employee engaged in work on the project under this contract is not protected under Worker's Compensation Insurance, Stephens shall provide and shall cause each Subcontractor to provide adequate employer's liability insurance for the protection of such employees as are not otherwise protected. The premiums for all insurance and the bond required herein shall be paid by Stephens. 11. Stephens to furnish proof of licensure as required by all local and state agencies. 12. 1=reedom of Information Act: City of Fayetteville contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25- 19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. 13. Cha�es_in Scope or Price: Changes, modifications, or amendments in scope, price or fees to this contract shall not be allowed without a prior formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees. In agreement with all the terms and conditions above, we sign below: STEPHENS, INC. By: R. Dennis HExecutive Vice President City of Fayetteville, AR Contract: RFP 18-15, Bond Underwriter Page 2 of 2 Ai i t-1� �:tri1'L•'Y oz- Sondra E. Smith, City Clerk � ti • FAYETTEVILLE: ��y�i''• RKAi�i`�P•'�� CITY OF FAYETTEVILLE ARKANSAS RFP 18-15, Appendix A City of Fayetteville, Arkansas Purchasing Division — Room 306 113 W. Mountain Fayetteville, AR 72701 Phone: 479.575.8220 TDD (Telecommunication Device for the Deaf): 479.521.1316 REQUEST FOR PROPOSAL: RFP 18-15, Bond Underwriter DEADLINE: Thursday, September 06, 2018 before 2:00:00 PM, local time RFP DELIVERY LOCATION: Room 306 — 113 W. Mountain, Fayetteville, AR 72701 PURCHASING AGENT: Les McGaugh, Imcgaugh@fayetteville-ar.gov DATE OF ISSUE AND ADVERTISEMENT: Wednesday August 13, 2018 REQUEST FOR PROPOSAL RFP 18-15, Bond Underwriter No late proposals shall be accepted. RFP's shall be submitted in sealed envelopes labeled with the projec. number and name as well as the name and address of the firm. All proposals shall be submitted in accordance with the attached City of Fayetteville specifications and bid documents attached hereto. Each Proposer is required to fill in every blank and shall supply all information requested; failure to do so may be used as basis of rejection. Any bid, proposal, or statements of qualification will be rejected that violates or conflicts with state, local, or federal laws, ordinances, or policies. The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in strict accordance with the specifications and general conditions of submitting, all of which are made a part of this offer. This offer is not subject to withdrawal unless upon mutual written agreement by the Proposer/Bidder and City Purchasing Agent. Name of Firm-- Contact irm-Contact Person: E -Mail: Business Address: City: Signa City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 1 of 21 itl P. one. City of Fayetteville RFP 18-15, Bond Underwriter Advertisement City of Fayetteville, AR Request for Proposal RFP 18-15, Bond Underwriter The City of Fayetteville, Arkansas is requesting proposals for firms capable of providing bond underwriting services for potentially the next five (5) years. To be considered, sealed proposals shall be received at the City Administration Building, City Hall, Purchasing — Room 306, 113 West Mountain, Fayetteville, Arkansas, by Thursday September 06 2018 before 2:00:00 PM, local time. No late submittals shall be accepted. Project documents & addendums can be obtained by request from the City of Fayetteville via request from Les McGaugh, Purchasing Agent at Imcgaugh@fayetteville-ar.go!i or (479)575-8220. Project documents, invitation to bid, and addenda issued will be made publically available at htt W: ayetteville-ar.gov/bids. All questions regarding the process should be directed to Les McGaugh. Proposals submitted shall be qualified to do business and licensed in accordance with all applicable laws of the state and local governments where the project is located. Pursuant to Arkansas Code Annotated §22-9-203 The City of Fayetteville encourages all qualified small, minority and women business enterprises to bid on and receive contracts for goods, services, and construction. Also, City of Fayetteville encourages all general contractors to subcontract portions of their contract to qualified small, minority and women business enterprises. The City of Fayetteville reserves the right to reject any or all proposals and to waive irregularities therein and all Proposers shall agree that such rejection shall be without liability on the part of the City of Fayetteville for any damage or claim brought by any Proposer because of such rejections, nor shall the Proposers seek any recourse of any kind against the City of Fayetteville because of such rejections. The filing of any Proposal in response to this invitation shall constitute an agreement of the Proposer to these conditions. CITY OF FAYETTEVILLE, AR By: Les McGaugh Title: Purchasing Agent Ad date: 08/13/2018 City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 2 of 21 City of Fayetteville RFP 18-15, Bond Underwriter Appendix SECTION: PAGE NUMBER Cover Page 01 Advertisement 02 SECTION A: General Terms & Conditions 04 SECTION B: Vendor References 14 SECTION C: Scope of Services and General Information 15 SECTION D: Submittal Signature 23 City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 3 of 21 City of Fayetteville RFP 18-15, Bond Underwriter SECTION A: General Terms & Conditions 1. SUBMISSION OFA PROPOSAL SHALL INCLUDE: Each proposal shall contain the following at a minimum. Proposer must also address detailed requirements as specified in the Scope of Work. a. A written narrative describing the method or manner in which the Proposer proposes to satisfy requirements of this RFP in the most cost-effective manner. b. A. description of the Proposer's experience in providing the same or similar services as outlined in the RFP. This description should include the names of the person(s) who will provide the services, their qualifications, and the years of experience in performing this type of work. Also, include the reference information requested in this RFP. c. The complete fee and cost to the City for all services outlined in this RFP. d. Statement should be no more than twenty-five (25) pages; single sided, standard, readable, print on standard 8.5x11 papers. Proposers shall also submit a three (3) page (maximum) executive summary. The following items will not count toward the page limitations: appendix, cover sheet, 3 -page executive summary, resumes (resumes shall be no more than 1 page per person), and forms provided by the City for completion. All Proposers shall submit six 6) identical sets of the proposal as well as one (1) electronic co on a properly labeled CD or other electronic media device. The electronic copy submitted should be contained into one (1) file. The use of Adobe PDF documents is strongly recommended. Files contained on the CD or electronic media shall not be restricted against saving or printing. The electronic copy shall be identical to the original papers submitted inclusive of City forms for completion. Electronic copies shall not be submitted via e-mail to City employees by the Proposer. Proposals will be reviewed following the stated deadline, as shown on the cover sheet of this document. Only the names of Proposers will be available after the deadline until a contract has been awarded by the Fayetteville City Council. All interested parties understand proposal documents will not be available until after a valid contract has been executed. g. Proposers shall submit a proposal based on documentation published by the Fayetteville Purchasing Division. Proposals shall be enclosed in sealed envelopes or packages addressed to the City of Fayetteville, Purchasing Division, Room 306, 113 W. Mountain, Fayetteville, AR 72701. The name, address of the firm and Bid, RFP, or RFQ number shall be on the outside of the packaging as well as on any packages enclosed in shipping containers or boxes. Proposals must follow the format of the RFP. Proposers should structure their responses to follow the sequence of the RFP. j. Proposers shall have experience in work of the same or similar nature, and must provide references that will satisfy the City of Fayetteville. Proposer shall furnish a reference list of City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 4 of 21 clients for whom they have performed similar services and must provide information as requested in this document. Proposer is advised that exceptions to any of the terms contained in this RFP or the attached service agreement must be identified in its response to the RFP. Failure to do so may lead the City to declare any such term non-negotiable. Proposer's desire to take exception to a non- negotiable term will not disqualify it from consideration for award. Local time shall be defined as the time in Fayetteville, Arkansas on the due date of the deadline. Documents shall be received before the deadline time as shown by the atomic clock located in the Purchasing Division Office. 2. WRITTEN REQUESTS FOR INTERPRETATIONS OR CLARIFICATION: No oral interpretations will be made to any firms as to the meaning of specifications or any other contract documents. All questions pertaining to the terms and conditions or scope of work of this proposal must be sent in writing via e-mail to the Purchasing Department. Responses to questions may be handled as an addendum if the response would provide clarification to the requirements of the proposal. All such addenda shall become part of the contract documents. The City will not be responsible for any other explanation or interpretation of the proposed RFP made or given prior to the award of the contract. DESCRIPTION OF SUPPLIES AND SERVICES: Any manufacturer's names, trade name, brand name, catalog number, etc. used in specifications are for the purpose of describing and establishing general quality levels. Such references are NOT intended to be restrictive. Proposals shall be considered for all brands that meet the quality of the specifications listed for any items. 3. RIGHTS OF CITY OF FAYETTEVILLE IN REQUEST FOR PROPOSAL PROCESS: In addition to all other rights of the City of Fayetteville, under state law, the City specifically reserves the following: a. The City of Fayetteville reserves the right to rank firms and negotiate with the highest-ranking firm. Negotiation with an individual Proposer does not require negotiation with others. If not final agreement can be achieved with the highest -ranking firm, the City reserves the right to negotiate with the second highest-ranking firm, and so on until the City achieves a final agreement. b. The City reserves the right to select the proposal it believes will serve the best interest of the City. c. The City of Fayetteville reserves the right to accept or reject any or all proposals. d. The City of Fayetteville reserves the right to cancel the entire request for proposal. e. The City of Fayetteville reserves the right to remedy or waive technical or immaterial errors in the request for proposal or in proposals submitted. The City of Fayetteville reserves the right to request any necessary clarifications, additional information or proposal data without changing the terms of the proposal. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 5of21 g. The City of Fayetteville reserves the right to make selection of the Proposer to perform the services required on the basis of the original proposals without negotiation. 4. EVALUATION CRITERIA: The evaluation criterion defines the factors that will be used by the selection committee to evaluate and score responsive, responsible and qualified proposals. Proposers shall include sufficient information to allow the selection committee to thoroughly evaluate and score proposals. Each proposal submitted shall be evaluated and ranked by a selection committee. The contract will be awarded to the most qualified Proposer, per the evaluation criteria listed in this RFP as long as all financial terms and conditions are satisfactory to the City. If terms and conditions are not agreed, the City may award to a lower ranked proposer. Proposers are not guaranteed to be ranked. 5. COSTS INCURRED BY PROPOSERS: All expenses involved with the preparation and submission of proposals to the City, or any work performed in connection therewith, shall be borne solely by the Proposer(s). No payment will be made for any responses received, or for any other effort required of, or made by, the Proposer(s) prior to contract commencement. 6. ORAL PRESENTATION: An oral presentation and/or interview may be requested of any firm, at the selection committee's discretion. 7. CONFLICT OF INTEREST: a. The Proposer represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided in City of Fayetteville Code Section 34.26 titled "Limited Authority of City Employee to Provide Services to the City". b. The Proposer shall promptly notify Les McGaugh, City Purchasing Agent, in writing, of all potential conflicts of interest for any prospective business association, interest, or other circumstance which may influence or appear to influence the Proposer's judgment or quality of services being provided. Such written notification shall identify the prospective business association, interest or circumstance, the nature of which the Proposer may undertake and request an opinion to the City as to whether the association, interest or circumstance would, in the opinion of the City, constitute a conflict of interest if entered into by the Proposer. The City agrees to communicate with the Proposer its opinion via e-mail or first-class mail within thirty days of receipt of notification. 8. WITHDRAWAL OF PROPOSAL: A proposal may be withdrawn prior to the time set for the proposal submittal based on a written request from an authorized representative of the firm; however, a proposal shall not be withdrawn after the time set for the proposal. 9. LATE PROPOSAL OR MODIFICATIONS: City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 6 of 21 Proposal and modifications received after the time set for the proposal submittal shall not be considered. Modifications in writing received prior to the deadline will be accepted. The City will not be responsible for misdirected bids. Proposers should call the Purchasing Division at (479) 575-8220 to insure receipt of their submittal documents prior to opening time and date listed. b. The time set for the deadline shall be local time for Fayetteville, AR on the date listed. All proposals shall be received in the Purchasing Division BEFORE the deadline stated. The official clock to determine local time shall be the atomic clock located in the Purchasing Division, Room 306 of City Hall, 113 W. Mountain, Fayetteville, AR. 10. LOCAL STATE= AND FEDERAL COMPLIANCE REQUIREMENTS: a. The laws of the State of Arkansas apply to any purchase made under this request for proposal. Proposers shall comply with all local, state, and federal directives, orders and laws as applicable to this proposal and subsequent contract(s) including but not limited to Equal Employment Opportunity (EEO), Disadvantaged Business Enterprises (DBE), & OSHA as applicable to this contract. b. Pursuant to Arkansas Code Annotated §22-9-203 The City of Fayetteville encourages all qualified small, minority and women business enterprises to bid on and receive contracts for goods, services, and construction. Also, City of Fayetteville encourages all general contractors to subcontract portions of their contract to qualified small, minority and women business enterprises. 11. PROVISION FOR OTHER AGENCIES: Unless otherwise stipulated by the Proposer, the Proposer agrees to make available to all Government agencies, departments, municipalities, and counties, the proposal prices submitted in accordance with said proposal terms and conditions therein, should any said governmental entity desire to buy under this proposal. Eligible users shall mean all state of Arkansas agencies, the legislative and judicial branches, political subdivisions (counties, local district school boards, community colleges, municipalities, counties, or other public agencies or authorities), which may desire to purchase under the terms and conditions of the contract. 12. COLLUSION: The Proposer, by affixing his or her signature to this proposal, agrees to the following: "Proposer certifies that his proposal is made without previous understanding, agreement, or connection with any person, firm or corporation making a proposal for the same item(s) and/or services and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action." 13. RIGHT TO AUDIT. FOIA. AND JURISDICITON: a. The City of Fayetteville reserves the privilege of auditing a vendor's records as such records relate to purchases between the City and said vendor. Freedom of Information Act: City contracts and documents prepared while performing City contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the (contractor) will do City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 7 of 21 everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et. seq.). Only legally authorized photocopying costs pursuant to the FOIA may be assessed for this compliance. Legal jurisdiction to resolve any disputes shall be Arkansas with Arkansas law applying to the case. 14. CITY INDEMNIFICATION: The successful Proposer(s) agrees to indemnify the City and hold it harmless from and against all claims, liability, loss, damage or expense, including but not limited to counsel fees, arising from or by reason of any actual or claimed trademark, patent or copyright infringement or litigation based thereon, with respect to the services or any part thereof covered by this order, and such obligation shall survive acceptance of the services and payment thereof by the City. 15. VARIANCE FROM STANDARD TERMS & CONDITIONS: All standard terms and conditions stated in this request for proposal apply to this contract except as specifically stated in the subsequent sections of this document, which take precedence, and should be fully understood by Proposers prior to submitting a proposal on this requirement. 16. ADA REQUIREMENT FOR PUBLIC NOTICES & TRANSLATION: Persons with disabilities requiring reasonable accommodation to participate in this proceeding/event, should call 479.521.1316 (telecommunications device for the deaf), not later than seven days prior to the deadline. Persons needing translation of this document shall contact the City of Fayetteville, Purchasing Division, immediately. 17. CERTIFICATE OF INSURANCE: The successful Proposer shall provide a Certificate of Insurance in accordance with specifications listed in this request for proposal, prior to commencement of any work. Such certificate shall list the City of Fayetteville as an additional insured. Insurance shall remain valid throughout project completion. 18. PAYMENTS AND INVOICING: The Proposer must specify in their proposal the exact company name and address which must be the same as invoices submitted for payment as a result of award of this RFP. Further, the successful Proposer is responsible for immediately notifying the Purchasing Division of any company name change, which would cause invoicing to change from the name used at the time of the original RFP. Payment will be made within thirty days of invoice received. The City of Fayetteville is very credit worthy and will not pay any interest or penalty for untimely payments. Payments can be processed through Proposer's acceptance of Visa at no additional costs to the City for expedited payment processing. The City will not agree to allow any increase in hourly rates by the contract without PRIOR Fayetteville City Council approval. 19. CANCELLATION: Failure of the contractor to comply with any of the provisions of the contract shall be considered a material breach of contract and shall be cause for immediate termination of the contract at the discretion of the City of Fayetteville. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 8 of 21 In addition to all other legal remedies available to the City of Fayetteville, the City reserves the right to cancel and obtain from another source, any items and/or services which have not been delivered within the period of time from the date of order as determined by the City of Fayetteville. In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the vendor of such occurrence and contract shall terminate of the last day of the current fiscal period without penalty or expense to the City. 20. ASSIGNMENT SUBCONTRACTING CORPORATE ACQUISITIONS AND/OR MERGERS: The Contractor shall perform this contract. No assignment of subcontracting shall be allowed without prior written consent of the City. If a Proposer intends to subcontract a portion of this work, the Proposer shall disclose such intent in the proposal submitted as a result of this RFP. b. In the event of a corporate acquisition and/or merger, the Contractor shall provide written notice to the City within thirty (30) calendar days of Contractor's notice of such action or upon the occurrence of said action, whichever occurs first. The right to terminate this contract, which shall not be unreasonably exercised by the City, shall include, but not be limited to, instances in which a corporate acquisition and/or merger represent a conflict of interest or are contrary to any local, state, or federal laws. Action by the City awarding a proposal to a firm that has disclosed its intent to assign or subcontract in its response to the RFP, without exception shall constitute approval for purpose of this Agreement. 21. NON-EXCLUSIVE CONTRACT: Award of this RFP shall impose no obligation on the City to utilize the vendor for all work of this type, which may develop during the contract period. This is not an exclusive contract. The City specifically reserves the right to concurrently contract with other companies for similar work if it deems such an action to be in the City's best interest. In the case of multiple -phase contracts, this provision shall apply separately to each item. 22. LOBBYING: Lobbying of selection committee members, City of Fayetteville employees, or elected officials regarding request for proposals, request for qualifications, bids or contracts, during the pendency of bid protest, by the bidder/proposer/protestor or any member of the bidder's/proposer's/protestor's staff, and agent of the bidder/proposer/protestor, or any person employed by any legal entity affiliated with or representing an organization that is responding to the request for proposal, request for qualification, bid or contract, or has a pending bid protest is strictly prohibited either upon advertisement or on a date established by the City of Fayetteville and shall be prohibited until either an award is final or the protest is finally resolved by the City of Fayetteville; provided, however, nothing herein shall prohibit a prospective/bidder/proposer from contacting the Purchasing Division to address situations such as clarification and/or questions related to the procurement process. For purposes of this provision lobbying activities shall include but not be limited to, influencing or attempting to influence action or non -action in connection with any request for proposal, request for qualification, bid or contract through direct or indirect oral or written communication or an attempt to obtain goodwill of persons and/or entities specified in this provision. Such actions may cause any request for proposal, request for qualification, bid or contract to be rejected. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 9 of 21 23. ADDITIONAL RE UIREMENITS: The City reserves the right to request additional services relating to this RFP from the Proposer. When approved by the City as an amendment to the contract and authorized in writing prior to work, the Contractor shall provide such additional requirements as may become necessary. 24. SERVICES AGREEMENT: A written agreement, in substantially the form attached, incorporating the RFP and the successful proposal will be prepared by the City, signed by the successful Proposer and presented to the City of Fayetteville for approval and signature of the Mayor. 25. INTEGRITY OF REQUEST FOR PROPOSAL (RFP) DOCUMENTS: Proposers shall use the original RFP form(s) provided by the Purchasing Division and enter information only in the spaces where a response is requested. Proposers may use an attachment as an addendum to the RFP form(s) if sufficient space is not available on the original form for the Proposer to enter a complete response. Any modifications or alterations to the original RFP documents by the Proposer, whether intentional or otherwise, will constitute grounds for rejection of such RFP response. Any such modifications or alterations a Proposer wishes to propose shall be clearly stated in the Proposer's RFP response and presented in the form of an addendum to the original RFP documents. 26. OTHER GENERAL CONDITIONS: a. Proposers must provide the City with their proposals signed by an employee having legal authority to submit proposals on behalf of the Proposer. The entire cost of preparing and providing responses shall be borne by the Proposer. b. The City reserves the right to request any additional information it deems necessary from any or all Proposers after the submission deadline. This solicitation is not to be construed as an offer, a contract, or a commitment of any kind; nor does it commit the city to pay for any costs incurred by Proposer in preparation. It shall be clearly understood that any costs incurred by the Proposer in responding to this request for proposal is at the Proposer's own risk and expense as a cost of doing business. The City of Fayetteville shall not be liable for reimbursement to the Proposer for any expense so incurred, regardless of whether or not the proposal is accepted. If products, components, or services other than those described in this solicitation document are proposed, the Proposer must include complete descriptive literature for each. All requests for additional information must be received within five working days following the request. Any uncertainties shall be brought to the attention to Les McGaugh immediately via telephone (479.575.8220) or e-mail (Imc au h fa etteville-ar. ov). It is the intent and goal of the City of Fayetteville Purchasing Division to provide documents providing a clear and accurate understanding of the scope of work to be completed and/or goods to be provided. We encourage all interested parties to ask questions to result in all Proposers being on equal terms. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 10 of 21 Any inquiries or requests for explanation in regard to the City's requirements shall be made promptly to Les McGaugh, City of Fayetteville, Purchasing Agent via e-mail (Imc au h fa etteville-ar. ov) or telephone (479.575.8220). No oral interpretation or clarifications will be given as to the meaning of any part of this request for proposal. All questions, clarifications, and requests, together with answers, if any, will be provided to all firms via written addendum. Names of firms submitting any questions, clarifications, or requests will not be disclosed until after a contract is in place. g. At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. h. Any information provided herein is intended to assist the Proposer in the preparation of proposals necessary to properly respond to this RFP. The RFP is designed to provide qualified Proposers with sufficient basic information to submit proposals meeting minimum specifications and/or test requirements, but is not intended to limit a RFP's content or to exclude any relevant or essential data. i. Proposers irrevocably consent that any legal action or proceeding against it under, arising out of or in any manner relating to this Contract shall be controlled by Arkansas law in Washington County. Proposer hereby expressly and irrevocably waives any claim or defense in any said action or proceeding based on any alleged lack of jurisdiction or improper venue or any similar basis. j. The successful Proposer shall not assign the whole or any part of this Contract or any monies due or to become due hereunder without written consent of City of Fayetteville. In case the successful Proposer assigns all or any part of any monies due or to become due under this Contract, the Instrument of assignment shall contain a clause substantially to the effect that is agreed that the right of the assignee in and to any monies due or to become due to the successful Proposer shall be subject to prior liens of all persons, firms, and corporations for services rendered or materials supplied for the performance of the services called for in this contract. k. The successful Proposer's attention is directed to the fact that all applicable Federal and State laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction over the services shall apply to the contract throughout, and they will be deemed to be included in the contract as though written out in full herein. The successful Proposer shall keep himself/herself fully informed of all laws, ordinances and regulations of the Federal, State, and municipal governments or authorities in any manner affecting those engaged or employed in providing these services or in any way affecting the conduct of the services and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over same. If any discrepancy or inconsistency should be discovered in these Contract Documents or in the specifications herein referred to, in relation to any such law, ordinance, regulation, order or decree, s/he shall herewith report the same in writing to the City of Fayetteville. 27. CONTRACT REQUIREMENTS: Any contract between the successful proposer and the City shall include the following: a. Indemnification: The awarded Proposer shall indemnify and hold harmless City of Fayetteville and their agents and employees from and against all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from the performance of the services, provided that any such claims, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 11 of 21 to injury to or destruction of tangible property, including the loss of use resulting there from; and is caused in whole or in part by any negligent or willful act or omission of the successful Proposer and anyone directly or indirectly employed by him/her or anyone for whose acts any of them may be liable. In any and all claims against City of Fayetteville or any of their agents or employees, by any employee of the successful Proposer, directly or indirectly employed by him/her, or anyone for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the successful Proposer or under the Workers' Compensation Acts, Disability Benefits Acts or other employee benefits acts. b. Suspension or Termination of Services: City of Fayetteville or awarded Proposer shall have the right to terminate this agreement at any time upon thirty (30) days advance written notice to the other party of its intention to terminate. c. Laws and Regulations: The successful Proposer's attention is directed to the fact that all applicable Federal and State laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction over the services shall apply to the contract throughout, and they will be deemed to be included in the contract as though written out in full herein. The successful Proposer shall keep himself/herself fully informed of all laws, ordinances and regulations of the Federal, State, and municipal governments or authorities in any manner affecting those engaged or employed in providing these services or in any way affecting the conduct of the services and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over same. If any discrepancy or inconsistency should be discovered in these Contract Documents or in the specifications herein referred to, in relation to any such law, ordinance, regulation, order or decree, s/he shall herewith report the same in writing to City of Fayetteville. Proposer shall at all times observe and comply with all such existing and future laws, ordinances and regulations, and shall protect and indemnify City of Fayetteville and its agents against the violation of any such law, ordinance, regulation, order or decree, whether by himself/herself or by his/her employees. Licenses of a temporary nature, necessary for the prosecution of the services shall be secured and paid for by the successful Proposer. d, Assignments: The successful Proposer shall not assign the whole or any part of this Contract or any monies due or to become due hereunder without written consent of City of Fayetteville. In case the successful Proposer assigns all or any part of any monies due or to become due under this Con- tract, the Instrument of assignment shall contain a clause substantially to the effect that is agreed that the right of the assignee in and to any monies due or to become due to the successful Proposer shall be subject to prior liens of all persons, firms, and corporations for services rendered or materials supplied for the performance of the services called for in this contract. e. Insurance: The successful Proposer shall not commence work under this contract until all insurance described below has been obtained, certificate listing the City as an additional insured, and such insurance has been approved by City of Fayetteville. Premiums for all insurance policies required shall be the responsibility of the Proposer. It is the City's intent to be listed as an additional insured with the final Proposer after contract award. Proposer should submit current insurance coverages with RFP submittal. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 12 of 21 f. Payments: If the Consultant has made application for payment as above, the Project Manager will issue a request for payment to the Accounting Department for such amount as is determined to be properly due, or state in writing the itemized and specific reasons for withholding a payment. The City intends to pay accepted invoice within thirty (30) calendar days. No payment shall constitute an acceptance of any services not in accordance with the Contract Documents. i. Final payment: Upon receipt of written notice from the Consultant that all contracted services are complete, the Project Manager will, within a reasonable time, review all services and reports. If the Project Manager finds the services and reports of the Consultant complete and acceptable in accordance with the provisions of the Contract Documents, s/he shall, within a reasonable time, process a pay request so that final payment can be made. The acceptance of final payment shall constitute a waiver of all claims by the Consultant except those previously made in writing and still unsettled. g. Freedom of Information Act: City of Fayetteville contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the contractor will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. 25-19-101 et. Seq.). Only legally authorized photo coping costs pursuant to the FOIA may be assessed for this compliance. h. Changes in Scope or Price: Changes, modifications, or amendments in scope, price or fees to this contract shall not be allowed without a prior formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost or fees. 28. APPENDIX DOCUMENTS: The appendix documents below are included as part of this RFP: a. Appendix A: Bonded Indebtedness as of 6/30/2018 City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 13 of 21 City of Fayetteville RFP 18-15, Bond Underwriter SECTION B: Vendor References The following information is required from all firms so all statements of qualification may be reviewed and properly evaluated: COMPANY NAME: NUMBER OF YEARS IN BUSINESS: HOW LONG IN PRESENT LOCATION. TOTAL NUMBER OF CURRENT EMPLOYEES: FULLTIME PARTTIME NUMBER OF EMPLOYEES PLANNED FOR THIS CONTRACT: FULLTIME PARTTIME PLEASE LIST FOUR (4) REFERENCES THAT YOU HAVE101 LY P FO CONTRACT SERVICES FOR WITHIN THE PAST FIVE (5) YEARS (Ali field-, -Hiss I.:rr ()rriplefed] 1. 2. _ COMPANY NAME COMPANY NAME a Ah CITY, STATE, ZIP Y, S ziR CONTACT PERSON C TA P R5 IN TELEPHONE FAX NUMBER E-MAIL ADDRESS 3. COMPANY NAME CITY, STATE, ZIP CONTACT PERSON TELEPHONE FAX NUMBER E-MAIL ADDRESS City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 14 of 21 TELEPHONE FAX NUMBER E-MAIL ADDRESS 4. COMPANY NAME CITY, STATE, ZIP CONTACT PERSON TELEPHONE FAX NUMBER E-MAIL ADDRESS City of Fayetteville RFP 18-15, Bond Underwriter SECTION C: Scope of Services and General Information 1.) COMMUNITY OVERVIEW: a. The City of Fayetteville, Arkansas, County Seat of Washington County is located in the northwest corner of Arkansas. It is a city of the first class in the State of Arkansas with an approximate population of 76,000 citizens and a regional population base of over 350,000. Fayetteville is home to the principal campus of the University of Arkansas, which has contributed to higher education in the area for over 100 years. 2.) CAPITAL FINANCIAL PLANNING: a. The northwest Arkansas region has witnessed explosive growth and development over the past twenty years. This growth has heavily taxed infrastructure capacity of Fayetteville and its neighboring communities. The City of Fayetteville develops on a biennial basis a Five -Year Capital Improvements Program (CIP). The City's philosophy concerning the use of the CIP is that it should be considered as a financial planning tool that lists the City's capital improvement projects, places the projects in a priority order, and schedules the projects for funding and implementation. The City has historically funded the CIP primarily on a pay-as-you-go basis. However, for major construction projects such as water and sewer system improvements, road projects, trail projects and building projects, Sales and Use Tax bonds and revenue bonds have been issued. The City has also issued Amendment 78 bonds for short term obligations for projects such as fire stations. 3.) CURRENT BOND ISSUES: a. See Appendix A 4.) FUTURE BOND ISSUES: 5.) INTENT: a. The City is anticipating a bond issue of approximately $180 million dollars in 2019. This must first be approved by the voters. The issue would be a revenue bond issue supported by pledging sales taxes. b. In Addition to that plan, the City will continue to evaluate opportunities to refinance existing bond issues if it economically in the City's best interest. c. After 2019, no large bond issues are anticipated; however, the need for smaller revenue bond issues may be incorporated. d. GO bonds or private placement bonds are rarely used but could be issued if the need arises. a. All submitted proposals received will be maintained on file through the end of 2013. The City expects to select a primary underwriter for the entire term of the request and reserves the right to select other firms if specialized qualifications are needed. 6.) SCOPE OF WORK: In serving as bond underwriter to the City, the selected firm will be expected to perform said scope of services: All statements shall indicate compliance with the following requested Scope of Services: a. Ability to provide advice to the City on bond market conditions and timing of the sale of its bonds b. Ability to provide assistance to the City in determining the term and amortization schedule, call provisions, and other factors which are relevant to marketing the City's bonds. This shall include preparation of maturity schedules and debt service projections which represent effective marketing structures for the City's bonds. c. Ability to present and evaluate alternate financing means. d. Ability to work with the City to obtain the best possible bond rating including attendance at any presentation to the rating agencies, if requested by the City. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 15 of 21 e. Ability to prepare the Preliminary Official Statement and the final Official Statement and other related documents and materials. f. Ability to determine the feasibility of bond insurance and to arrange for the selection of a bond insurance firm should insurance be desirable on a given issue. g. Ability to evaluate and recommend for selection of trustee, paying agent, and/or registrar services, if necessary. h. Ability to attend all meetings of the City, assist in presentations at said meetings, and attend all signings, closings, conferences, etc. as deemed necessary by the City. i. Ability to coordinate printing of the bonds with bond counsel. j. Ability to calculate the fiscal impact of any Statements by the Governmental Accounting Standards Board (GASB) on the refunding of outstanding debt. k. Ability to provide easy access and quick response to requests for advice and technical support made by the City. 7.) PROPOSAL SUBMITTAL: In responding to this request, firms should include the following information in addition to other requested information and pertinent company information related to the selection criteria: Proposals should be prepared simply and economically, providing a straight forward, concise description its ability to meet the requirements for the project. Fancy bindings, colored displays, and promotional material are not required. Emphasis should be on completeness and clarity of content. All documents should be typewritten on standard 8 %:' x 11" white papers and bound in one volume. Exceptions would be schematics, exhibits, or other information necessary to facilitate the City of Fayetteville's ability to accurately evaluate the proposal. Limit proposal to twenty- five (25) pages or less, excluding one-page team resumes, executive summary, and City required forms and requested items. b. All proposals shall disclose any involvement in current litigation on any aspect of a municipal bond issue performed by the firm or its employees. Failure to do so would serve as grounds for severing any contractual relationship. c. References: A client reference list for which similar work has been performed within the past five (5) years. d. Marketing Plan: Describe your firms approach to marketing an issue and how you would intend to sell issues at the best possible price for the City. Describe the firm's retail and institutional marketing capabilities. e. Include any other information that might be helpful to assist the City in understanding the firm's unique qualifications to perform bond underwriting services for the City of Fayetteville. f. Services: State the support services as discussed in the "Scope of Services" section of this RFP that would be provided to the City in connection with a typical municipal bond issuance. Include a proposed schedule of events and assignments of responsibilities for all participants, including time estimates for each step. g. Experience: Provide a general description of the firm, its history, primary types of work, organizational structure, etc. List relevant municipal bond issuances during recent years in which the firm has served as a senior underwriter. For each municipal issue, please provide the following information as an appendix to the 25 page limit submission: i. Name, title, and phone number of a reference ii. Type of Issue iii. Maturity of the issue iv. Issue sale date v. Competitive or negotiated bond sale vi. Par amount of the bonds issued vii. Issue rating obtained viii. Interest rate(s), true interest cost and total underwriting spread, including original issue discount, if any ix. The name of the firm's staff person responsible for management of the issue City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 16 of 21 h. Bond Rating: Describe what level of participation would be taken in the bond rating process. For example, describe what could be done to maximize the rating on the City of Fayetteville's municipal bond issues. i. Fees: i. State the proposed/anticipated fee range expected to be charged for services per $1,000 in bonds issued. The breakdown of fees should be as follows: 1. Management fee 2. Underwriting risk 3. Takedown 4. Miscellaneous expenses 5. Total fee per $1,000 bond issue Should a firm desire not to break out the various fees listed, the proposal may contain a fee per $1,000 of bonds issued that includes ALL aspects of the underwriter's spread. In addition, identify and estimate any other professional fees, not included in the itemized fees or underwriter's spread, which the City would be expected to pay (i.e. underwriter's counsel). Any change in the takedown fee component, which is subject to market conditions, must be substantiated by the market conditions to the satisfaction of the City. j. Company: Experience: Proposer shall provide a detailed description of similar city and/or county projects or contracts that currently use the proposed system, completed and/or presently provided during the past five (5) years. Provide complete contact information, name, address, phone and emails for all references. ii. Company Principals: Provide a brief biographic overview of the Company's key principals. iii. Capabilities: Proposer shall provide a description of limitations relative to facilities, staff personnel, on- going projects/ contracts, etc. Specifically, provide in RFP response what priority will be placed on this project. iv. Company Organization: 1. Primary Business: Proposers shall describe company's primary business interest and/or operations including organization and affiliations. Include the magnitude of your operation as it relates to this project. 2. Company History: Provide pertinent company historical information that will demonstrate your capability to successfully accomplish this project. k. Personnel: i. Staff: The Proposer shall provide a description of staff and work force that will be assigned to effectively facilitate the requirements of this project. Description provided shall include, at a minimum, the number of permanent employees, part time employees, and an organizational chart reflecting their responsibilities. ii. Resumes: The Proposer shall provide maximum one-page resumes of key personnel intended to be utilized for this project. One-page resumes do not count towards page restrictions outlined in this RFP. Resumes shall include, at a minimum: • Position Title • Tenure with Proposer • Experience • Other related information 8.) CONTRACT FORMATION: a. If the negotiation produces mutual agreement, the draft contract as a part of this package will be constructed and forwarded to the Fayetteville City Council for approval. If negotiations with the highest ranking Proposer fail, City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 17 of 21 negotiations shall be initiated with the next highest ranking Proposer until an agreement is reached. The City reserves the right to reject all offers and end the process without executing a contract. 9.) PROPOSAL CONTENT: a. Proposals should be prepared simply and economically, providing a straight forward, concise description its ability to meet the requirements for the project. Fancy bindings, colored displays, and promotional material are not required. Emphasis should be on completeness and clarity of content. All documents should be typewritten on standard 8 %" x 11" white papers and bound in one volume. Exceptions would be schematics, exhibits, or other information necessary to facilitate the City of Fayetteville's ability to accurately evaluate the proposal. Limit proposal to twenty- five (25) pages or less, excluding one-page team resumes. 10.) TERM OF CONTRACT: The initial term of the contract shall be for a period of one (1) year, starting with the date approved by the Fayetteville City Council. The contract shall be renewable by mutual consent, at a mutually agreed to fee schedule on an annual basis thereafter for four (4) additional years, for a total contract term of five (5) years. In the event of termination, claims for compensation owed the consultant by the City shall be limited to verifiable services rendered. The City reserves the right not to use the "primary" contract solely. The City reserves the right to contract with any firm responding to this request, based on specific project needs and experience needed. 11.) DEMONSTRATION & ORAL PRESENTATION: a. Following the evaluation of the proposals, the Selection Committee may request that the top ranking firms make an oral presentation or be interviewed. If presentations are necessary, they will take place in Fayetteville, Arkansas. Notices will be sent by the Purchasing Division. b. A demonstration of the system may be required before a final decision is made. The purchasing agent will schedule all demonstrations. 12.) ANTICIPATED PRO]ECTTIMELINC: subject to change Date Time Description Monday, August 13, 2018 N/A Advertisement for RFP Thursday, September 06, 2018 2:00 PM Deadline to submit a Proposal Wednesday, September 26, 2018 N/A Contract negotiations finalized and contract signed by Vendor Friday, September 28, 2018 4:00 PM Deadline for packet to be turned into City Clerk's Office for 10/16/18 City Council Meeting (internal deadline for contract signatures, etc.) Tuesday, October 09, 2018 4:30 PM Agenda Session for 10/16/18 City Council Meeting Tuesday, October 16, 2018 5:30 PM City Council Meeting to consider contract City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 18 of 21 13.) SELECTION CRITERIA: SELECTION CRITERIA: The following criteria will be used by the City to evaluate and score responsive proposals. Proposers shall include sufficient information to allow the City to thoroughly evaluate and score their proposal. Each proposal submitted is not required to be ranked by the selection committee; however, all proposals will be evaluated. The contract may be awarded to the most qualified firm, per the evaluation criteria listed below, based on the evaluation of the selection committee. 1) 25% Qualifications in Relation to Specific Project to be Performed: Information reflecting qualifications of the firm. Indicated specialized experience and technical competence of the firm in connection with the type and complexity of the service required. Subcontractors, if used, must be listed with information on their organization. 2) 25% Experience, Competence, and Capacity for Performance: Information reflecting the names, titles, and qualifications (including experience and technical competence) of the major personnel assigned to this specific project. Provide detailed breakdown of subcontractor's staff to be used and how they are to be used to supplement your staff. This section of the evaluation criteria includes the amount of work presently underway for your firm; please present this in submittal. 3) 15% Proposed Method of Doing Work: A proposed work plan (description of how the project would be conducted as well as other facts concerning approach to scope you wish to present) indicating methods and schedules for accomplishing each phase of work. Include with this the amount of work presently underway. The Firm's ability and commitment to complete the project in the timeframe outlined by the City will also be taken into consideration. Evaluation of Integration into existing systems will also be a deciding factor. 4) 20% Past Performance: Previous evaluations shall be considered a significant factor. If previous evaluations with the City are not available, the professional firm's past performance records with City and others will be used, including quality of work, timely performance, diligence, ability to meet past budgets, and any other pertinent information. Firm will provide a list of similar jobs performed and person whom the City can contact for information. 5) 15% Price: Complete pricing to the City for all services described herein. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 19 of 21 City of Fayetteville RFP 18-15, Bond Underwriter SECTION D: Signature Submittal — Required with all responses Proposers shall include this form completed in its entirety with RFP response. This form shall not count towards l g limitations set forth in the RFP. 1. DISCLOSURE INFORMATION Proposer shall disclose any possible conflict of interest with the City of Fayetteville, including, but not limited to, any relationship with any City of Fayetteville employee. Proposer response must disclose if a known relationship exists between any principal or employee of your firm and any City of Fayetteville employee or elected City of Fayetteville official. If, to your knowledge, no relationship exists, this should also be stated in your response. Failure to disclose such a relationship may result in cancellation of a purchase and/or contract as a result of your response. This form must be completed and returned in order for your bid/proposal to be eligible for consideration. PLEASE CHECK ONE OF THE FOLLOWING TWO OPTIONS, AS IT APPROPRIATELY APPLIES TO YOUR FIRM: 1) NO KNOWN RELATIONSHIP EXISTS 2) RELATIONSHIP EXISTS (Please explain): I certify that; as an officer of this organization, or per the attached letter of authorization, am duly authorized to certify the information provided herein are accurate and true; and my organization shall comply with all State and Federal Equal Opportunity and Non -Discrimination requirements and conditions of employment. 2. PRIMARY CONTACT INFORMATION At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-mail address, and phone number (preferably a cell phone number) where the City selection committee can call for clarification or interview via telephone. Corporate Name of Firm: Primary Contact: Phone#1 (cell preferred): E -Mail Address: Title of Primary Contact: Phone#2: 3. ACKNOWLEDGEMENT OF ADDENDA Acknowledge receipt of addenda for this invitation to bid, request for proposal, or request for qualification by signing and dating below. All addendums are hereby made a part of the bid or RFP documents to the same extent as though it were originally included therein. Proposers/Bidders should indicate their receipt of same in the appropriate blank listed herein. Failure to do so may subject vendor to disqualification. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 20 of 21 ADDENDUM NO. SIGNATURE AND PRINTED NAME DATE ACKNOWLEDGED I i - l 4. PRICING: Pricing shall be attached as a separate form. Reference RFP for details on what all pricing shall include. 5. DEBARMENT CERTIFICATION: As an interested party on this project, you are required to provide debarment/suspension certification indicating in compliance with the below Federal Executive Order. Certification can be done by completing and signing this form. Federal Executive Order (E.O.) 12549 "Debarment and Suspension" requires that all contractors receiving individual awards, using federal funds, and all sub -recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government. Signature certifies that neither you nor your principal is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Questions regarding this form should be directed to the City of Fayetteville Purchasing Division. NAME OF COMPANY: PHYSICAL ADDRESS: MAILING ADDRESS: A -- PRINTED NAME: PHONE: A FAX'• E-MAIL: p- P n iy A . ..... .. d SIGNATURE. TITLE: DATE: DUNS#: TAX ID: City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 21 of 21 Appendix A CITY OF FAYETTEVILLE, ARKANSAS BONDEDINDEBTEDNESS 6/30/2018 DESCRIPTION Water and Sewer Revenue Bonds, Series 2014 Library Improvement Bonds 2017 Wastewater/Street/Trail Improvements Sales Tax Bonds 2006 Wastewater Improvements Sales Tax Bonds 2007 Street and Trails Improvements Sales Tax Bonds 2009 Tax Increment Financing Bonds Street Improvements Sales Tax Bonds 2013 Parking Deck Bonds, Series 2012 Hotel, Motel and Restaurant Bonds, 2014 Street Improvements Sales Tax Bonds 2015 3,710,000 25,820,000 10,245,000 5,200,000 2,860,000 2,910,000 12,925,000 5,345,000 10,075,000 4,915,000 $ 84,005,000 CITY OF FAYETTEVILLE, ARKANSAS Stephens' Response to Request for Proposal RFP 18-15, Bond Underwriter ez �IJAI t -all lull rip; M, September 6, 2018 September 6, 2018 Stephens Mr. Les McGaugh aAck-4rx,T.4rI1ht'«,, VPWa oo) Purchasing Agent cha+nuan Enw ims In Perpetuity City of Fayetteville, AR 113 West Mountain Fayetteville, AR 72701 RE: Response to Request for Proposal RFP 18-15, Bond Underwriter Dear Mr. McGaugh: On behalf of Stephens Inc. ("Stephens" or the "Firm"), we appreciate the opportunity to submit our proposal to continue serving the City of Fayetteville (the "City") as its bond underwriter. Stephens has a long history working with the City, including serving as its bond underwriter on various transactions in recent years. Our firm's in-depth knowledge of the City combined with our underwriting experience and expertise will offer you a valuable partner for this important financing. In reviewing our proposal, we would ask that you consider the following: • Stephens ranks as one of the nation's leading underwriters of sales tax bond issues. Stephens consistently ranks among the nation's top 10 underwriters of sales and use tax bond issues. In fact in 2017 Stephens was ranked #1 in the United States in underwriting_ bond offerings under $10 million. In addition, Stephens has conducted more sales and use tax financings in Arkansas than any other firm. Most recently, we have worked with cities and counties, such as Springdale, Bentonville, Rogers, Farmington, Tontitown, Crawford Co., and Franklin Co. The engagement team that will be assigned to the City as more than 50 years of combined experience managing these types of financings. • Stephens has the largest sales force in Arkansas. Stephens is one of the largest and best capitalized privately -held investment banking firms in the United States and maintains Arkansas's leading sales force. With almost 350 Arkansas account representatives, our firm represents approximately 28% of the state's total registered representatives. This, combined with our strong capital position, allows our firm to deliver superior, uninterrupted services and provides us the flexibility to more aggressively price the City's bonds in order to receive the lowest borrowing costs. Unlike other firms, Stephens is willing to take unsold balances into our inventory at the end of the designated order period, if needed. • Stephens maintains an extensive network of institutional and retail investors that will buy the City's bonds. With offices across the United States, Stephens offers a national distribution network that includes both retail and institutional investors. Having access to a wide and diverse investor network is very important as our sales force will have a vast network of investors to approach. When an extensive investor network is not maintained, an underwriter may increase interest rates to generate attention for the bond offering. We routinely underwrite these types of issues and have already identified investors that would be interested in buying the City's bonds. As of January 24, 2018, Stephens maintained approximately 50,000 investor accounts. • Arkansas is our home! Since 1933, Stephens has continually operated out of Little Rock and been a key partner with Arkansas communities, including Fayetteville. While Stephens now has 25 offices worldwide and employs more than 850 people, we have not forgotten who we are and where we come from. We take great pride in continuing to represent the people of Fayetteville and provide financing to support public service projects throughout our state. Since our firm has no commercial banking arm, we do not compete with your local banking community, we partner with them. By selecting Stephens, you are choosing a firm that cares deeply for our home state and maintains an office in your City. We have attempted to answer each question raised in your request and, by doing so, establish Stephens' qualifications and commitment to continuing to serve the City of Fayetteville. If selected, we pledge to provide the highest level of service and commitment and are ready to begin work immediately. Thank you again for the opportunity to present our qualifications. As an officer, legally authorized to commit Stephens to all terms and conditions outlined in the request, I welcome any questions regarding our response. Respectfully submitted, l Dennis Hunt Executive Vice President PROPOSAL SUBMITTAL APPENDIX TABLE OF CONTENTS B. Current Litigation............................................................................................................1 C. References.....................................................................................................................2 D. Marketing Plan ................ .........................................................................................3 E. Unique Qualifications....................................................,............................:.......:............7 F. Services........................................................................................................................10 G. Experience ........................................ .............. .............. 4 .............. ..,........... ,,...........13 H. Bond Rating......................................... ....:..................,........ ......... _ ..................15 I. Fees................................................................................................... ......................16 J. Company.......................................................................................................................17 K. Personnel ......................... .......................... ................... ......... ............. .......................... 19 A. Stephens Inc. Sales and Use Tax Bond Experience B. RFP Required Documents MSRB RULE G-23 DISCLOSURE STEPHENS INC. IS NOT YOUR MUNICIPAL ADVISOR OR FIDUCIARY. Stephens Inc. proposes to be the underwriter, and not the financial advisor, for proposed securities to be issued by or on behalf of the City of Fayetteville, Arkansas. The primary role of an underwriter, as distinguished from a financial advisor, is to purchase, or arrange for the placement of securities in an arm's-length commercial transaction between the issuer and the underwriter. The underwriter has financial and other interests that differ from those of the Issuer. Stephens and its affiliates engage in a broad range of securities transactions and activities, financial services and other relationships from time to time that involves interests that differ from those of the Issuer. In the ordinary course of business, Stephens or its affiliates (i) may at any time hold long or short positions, and, through employees who do not have access to non-public information relating to this issue, may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities of the Issuer or any other prospective participant in the Issuer's project and (ii) may at any time be pursuing, providing or arranging financing or other financial or transactional services to such prospective participants or to other issuers or market participants. • All proposals shall disclose any involvement in current litigation on any aspect of a municipal bond issue performed by the Firm or its employees. Failure to do so would serve as grounds for severing any contractual relationship. In connection with the SEC's Municipalities Continuing Disclosure Cooperation Initiative, Stephens Inc. entered into a standardized settlement agreement with the Commission on June 18, 2015. Pursuant to the agreement, Stephens accepted a finding that it failed to form a reasonable basis for believing the truthfulness of certain material representations by municipal issuers in official statements for securities underwritten by Stephens, and such failure constituted a violation of Section 17(a)(2) of the Securities Act of 1933. Stephens accepted a fine of $400,000, agreed to cease and desist from committing or causing any future violations of Section 17(a)(2), and agreed to retain an independent consultant to conduct a compliance review and take reasonable steps to implement the consultant's recommendations. Apart from the MCDC settlement, we are not aware of any inquiries, investigations, or litigation during the last five (5) years that concern our firm's municipal finance activities. As a full service broker dealer and investment banking firm, our firm has been subject to litigation, arbitrations, and inquiries concerning other areas of the firm. Information concerning these other matters will be provided upon request. Stephens .C. REFERENCES A client reference list for which similar work has been performed within the past five (5) years. Honorable Lioneld Jordan Mayor City of Fayetteville 113 W. Mountain Street Fayetteville, AR 72704 (479) 575-8330 dmarr@fayetteville-ar.gov ►i Honorable Bob McCaslin Mayor City of Bentonville 117 West Central ■1 Bentonville, AR 72712 ,J (479) 271-5966 J bmccaslin@bentonvillear.com aI Honorable Greg Hines Mayor City of Rogers 341 W. Chestnut Rogers, AR 72756 (479)521-1117 ghines@rogersar.gov Honorable Kevin Hatfield Mayor City of Huntsville f 208 East War Eagle I Huntsville, AR 72746 (479) 738-6607 cityclerk@huntsvillear.org Honorable Paul Colvin, JR Mayor City of Tontitown 235 E. Henri Di Tonti Blvd ,md Tontitown, AR 72270 (479)361-2700 Ask mayor@tontltown.com Honorable Heith Caudle Mayor City of West Fork�aF Street wt„r' °�F 262 W. Main �` West Fork, AR 72774 A"1410 (479) 893-2342 w� paLsIa@westforkar.gov a� Honorable Bruce Ledford Mayor ��•'� City of Elkins 1874 Stokenbury Rd �Y Elkins, AR 72727 (479) 643-3400 bruceledford@elkins.arkansas.gov Honorable Doug Sprouse Mayor City of Springdale A& 201 Spring Street SPRINGDALE Springdale, Aft 72764 (479) 750-8114 dsprouse@spdngdaleark.org Honorable Ernie Penn Mayor City of Farmington 354 W. Main Street_ - Farmington, AR 72730 !7X?fT Oil (479) 267-3865 e rn i e pe n n @city of f a rm i ngton-ar.gov Honorable Keith Greene Mayor City of Alma 804 Fayetteville Ave-it Ama, AR 72921 Y`U, (479) 632-4110 AIM emafoodscoinc@gmaiI.com Honorable Sandy Sanders Mayor City of Fort Smith 4420 Victoria Drive .� Fort Smith, AR 72901 �F (479) 784-2201 rlo ssanders@fortsmithar.gov Sm>Erth Honorable Bob Freeman Mayor City of Van Buren 1003 Broadway ( 1 Van Buren, AR 72956 (479) 474-1541 bfreeman@vanburencity.org — r� 2 Stephens D. MARKETING PLAN Describe your firm's approach to marketing an issue and how you would intend to sell issues at the best possible price for the City Describe the firm's retail and institutional marketing capabilities. The fundamental objective of our marketing program is to minimize interest costs. To do this, Stephens will, as needed: (1) hold informational meetings for key institutional investors; (2) coordinate marketing activities to assure the success of bond placement; (3) recommend the timing for the sale of bonds, considering other competing bond issues on the financing calendar and upcoming scheduled announcement dates for various economic indicators. We will conduct an intensive pre -sale effort to stimulate demand with existing bondholders, as well as new investors. o Incorporate Stephens' sales and trading professionals in the marketing plan. Our professionals will provide valuable information on comparable transactions in the marketplace. We believe it's important to know the types of transactions that have been in the market, how they were structured and priced and who the buyers were that participated. Our sales and trading professionals routinely provide this information to our investment bankers. o Stephens is an active underwriter of publicly offered sales and use tax bonds. Our sales and trading professionals will play a vital role in the marketing plan for this issue. Their input will enable us to provide the City with valuable information on: (1) current market conditions and (2) comparable transactions in the marketplace. We are in the market everyday buying and selling tax-exempt bonds, which frequently include sales and use tax offerings. As such, we know where the market is on any given hour and will be able to provide the City with up to date and accurate market information. The marketing strategy for the proposed offering will be folded into the structure chosen by the City. Our marketing plan is built on the premise that while the distribution of your bonds can rely solely on institutional investors, it will clearly be more cost effective to initially involve Arkansas investors. We pride ourselves on taking the time to understand the credit strengths of each offering and not just simply relying on a credit rating to do the work for the sales force. In today's market, every issuer can benefit from providing investors with information that may exist outside the official statement. We believe that investors appreciate and welcome this additional information as it allows them to make better and more informed decisions. In today's market, one of the most important initial steps for underwriters is to get the offering document out in time for the buyers to approve the credit. Gone are the days when a buyer would simply look for bond insurance or a high rating to establish suitability of a municipal investment. A majority of buyers must have their analyst approve the credit before placing an order. We would suggest the City have its offering document available to investors at least a week to ten days prior to the sale. Not only will this action provide buyers sufficient time to approve the credit, it will also give the underwriter ample time to effectively pre -market the proposed issue. What differentiates our marketing plan from others is the level of involvement of our sales team and our knowledge of the City. Being headquartered in Arkansas with offices in Northwest Arkansas, our people understand this region and they will be able to better articulate the benefits of investing in the City of Fayetteville more so than a firm from Wall Street. Stephens' marketing strategy is built on the premise that the distribution of the City's bonds cannot rely solely on national institutional investors. While this segment represents one of the largest buyers of municipal debt, the City will not be able to achieve the lowest cost of capital unless the underwriters also market actively to retail, retail proxy and smaller regional institutional buyers. Stephens has historically tailored its marketing approach to reach each of these important investor segments. Retail Distribution Strategy and Capabilities. Traditionally retail participation in a tax-exempt bond offering has been important because these retail investors are normally less interest rate sensitive than institutional investors. While still an important investor segment, over the past several months, we have seen the traditional individual retail buyer become less active in purchasing high quality municipal credits PERCENT OF BOND SALES BY INVES70R TYPE 200+ 20% '1olail Sales People Sales Fi ccla�l rve,lors 18 49,000+ . 5. Re ixsil 0111—> rk;lirnwi k 8.,161 ,ccovel; 3 Stephens such as the City's. This is a result of a couple of factors. First, given the aggressive pricing we would anticipate for the City's bonds, individual investors may be somewhat reluctant to tie up their money for such small investment returns. Second, as the stock market continues to climb, individual investors are starting to find higher returns in the equity markets as opposed to the fixed income markets. Increasingly in today's municipal market, a larger portion of retail money is being handled by retail proxies such as professional money managers, bank trust departments and various bond fund's Separately Managed Accounts ("SMAs"). Even though these investors purchase bonds in larger blocks similar to institutional investors, because they represent retail investors, they have usually demonstrated a willingness to purchase familiar credits at lower interest rates. Individual Retail. Stephens' Private Client Group has retail sales professionals operating from 18 offices in 9 states and currently manages approximately 50,000 active individual retail accounts. We have 150 high net worth brokers with over 10 billion in retail money under management. While Stephens certainly does not possess the largest retail broker network, we have always placed the highest priority on making bonds available to individual retail customers through our Private Client Group. Retail Proxies. Stephens will make this segment a priority in marketing the City's bonds. Our "bank group" within our municipal sales department focuses on broadening our relationships with bank trust department municipal buyers. In addition, our institutional sales force has maintained strong relationships with all of the major bond funds and will be able to access meaningful retail participation through their SMAs. This focus on retail INSTITUTIONAL BASE BY CATEGORY INSTI URONAL BASE BY REGION proxies has proven very successful on other highly rated issues underwritten bymoney m"„oL — �.aurual verbs Stephens and should lead to lower rates for ■ saurn the City's bonds. hedge F,1r "' LA Nomle= ■ camrnercfar ewko L TrYiFt" ■ Midwest Institutional Distribution Capabilities for wen Fixed Rate Bonds. We take great pride in ■ c edr""'""� t twurm"m '- our excellent working relationships with a CampvnlES broad range of institutional investors who regularly participate in the firm's underwritings. At Stephens, we are able to distribute tax-exempt bonds to the smallest regional institutional investor up to the largest buyer of municipal bonds in the country. Stephens' Municipal Bond Institutional Sales Department consists of over 50 experienced professional institutional salespeople strategically located in 10 offices throughout the United States whose function is maintaining relationships with institutional investors nationwide. Stephens' sales and trading personnel are mainly staffed in regional offices throughout the Southeast region. Our municipal bond traders, underwriters, and salespeople are located in Atlanta, Austin, Charlotte, Chicago, Fayetteville, Little Rock, Memphis, Nashville, New York, and St. Petersburg. Our salespeople have been able to form deep relationships with a number of smaller local and regional institutional investors thanks to the commitment Stephens has made to staffing regional institutional salespeople within the southeast and mid-Atlantic. While most investment banking firms, including Stephens, do a good job covering the national accounts, it is the ability to access the smaller, regional buyers that separates Stephens from many of the larger national investment banking firms. 4 Stephens Well -Managed Execution Strategy. Our comprehensive marketing strategy is outlined in the chart that follows. Commit Cai)ital 1L All Investor Launch '111, Retail hW Institutional & Drive Segments 'A P- Effectively ... marketing OF Interest Optimal Pricing . Disseminate information early. Closely monitor market Maximize ability to realize use a variety of coupon . Use significant capital base of . Successful investor education conditions and select optimal benefits of robust retail options to diversify buyer mix our firm to will create investor interest, window to launch demand and leverage to create competition within support appropriate pricing address concerns and Monitor new issue supply institutions through the initial the transaction. especially in . Rely on Stephens' identification of potential dynamics and rnaximize any order period the more difficult belly of the experience and leadership in anchor orders positive sector news curve where Insurance managing the process and . Investors can dictate price in Companies and Banks have dominated the buying working with its investing clients difficult markets landscape as non -5% coupon to achieve the lowest cost of borrowing for City structure . Ensure fair access to bonds and drive the lowest possible borrowing cost by putting institutions in competition with retail Bondholder Analysis. One of the first steps we would take is to identify recent holders of previously issued revenue bonds by the City of Fayetteville. Since the holders of these bonds are already familiar with the City's credit and have demonstrated an appetite for its bonds, they will serve as part of the initial wave of marketing solicitations, generating interest in the bonds and thereby propelling further interest within the institutional community. Further, the distribution of the City's bondholders among institutional tier groups is a useful tool to understand untapped investor classes that are not currently holders of the City's bonds. By further diversifying your investor base to include Tier 2 and Tier 3 investors, the City will access investor demand that may not already be covered by most Wall Street firms and thereby will reduce the City's cost of capital. We also recommend targeting investors in the Southwest region. The process of diversifying the middle market investor base, especially in underrepresented regions and tiers, will increase demand for the City's bonds. Other Marketing Activities. Please find below descriptions of other marketing activities performed by our firm. • Stimulate investor interest in City's sales and tax bonds. We believe a marketing program designed to stimulate investor interest in the City's attractive credit will improve the ability to attain an aggressive interest rate for this proposed refunding. This work will be done through a coordinated approach among the firm's banking, research and sales professionals. • Retail marketing activities. The City enjoys an excellent reputation and Stephens expects to place a large portion of the City's proposed bonds with retail investors. Many of our investors have purchased the City's bonds from us in the past and our first efforts will be to contact these individuals. Institute a retail order period. Typically, more lead time is needed to generate a retail order than an institutional order. To capture retail demand, we often recommend a marketing period focused exclusively on retail investors. This retail order period would accomplish three key objectives: 1) make bonds available on a preferential basis to Arkansas retail buyers; 2) enable sufficient time to generate retail orders that typically require a longer lead time; and 3) build a book to leverage institutional demand, if needed. We have used this marketing strategy with great success on other bond issues and would suggest the City consider the same with this proposed offering. • Institutional marketing activities. These marketing activities are designed to initiate contact with institutional investors so as to increase demand for the City's offering. Other firms which focus primarily on a few large institutional investors are often constrained by the pricing demands of these "key accounts." Stephens' ability to access a broad range of institutional investors and to explain the subtleties of how a sales and use tax bond issue is structured may translate into lower yields for the City than those offered by competitors. • Bond structuring feedback. The goal of our marketing efforts is not only to stimulate investor interest but also to identify certain investor segments that are willing to accept a lower yield for a particular bond structure. Options in this area may include: long serial bonds, a retail intermediate term bond, original issue discount/premium bonds, short maturity term bonds, and "sealed bid" initial serial bond maturities. We are able to structure successful financing solutions because our extensive distribution system will canvass all market segments to find the most willing investors for the offering. 5 Stephens �' The procedures and methods that Stephens will employ in executing the City's upcoming transaction are detailed below. Advertise the City's new money opportunity to investors. Stephens will "advertise" to investors the City's intention to issue sales and use tax bonds and will accumulate and disseminate investor feedback in order to present the most competitive and accurate assessment of investor' interest. As a means to intensify institutional demand, we will utilize: • Institutional Screens — Screens accessible to each Stephens' account executive will display current and continuously updated information on the City's upcoming bond issue. • Customer -Accessed Institutional Screens —Through the Bloomberg system, Stephens will list all municipal debt activity for institutional investors. • In House Wire System — Through Stephens' internal e-mail systems, we will deliver comprehensive information on the City's financing program instantly to each individual member of our sales force one week before pricing. • Institutional Broadcasts ("Municipal Market Rundown") — Stephens will broadcast to all account executives upcoming and current tax-exempt market activity, highlighting the City's upcoming financing program. • Monday Morning Call — The City's bond issue will be emphasized at a weekly briefing on our New Tax - Exempt Issue Calendar. Involve retail investors in the sale of bonds. As noted, Stephens will actively involve our retail sales force in the sale of the City's bonds. Our firm's unique ability to tap the regional retail market will be extremely advantageous to the City. In generating retail demand, Stephens will employ: • A Sales Point Memo —This marketing document describes the terms and selling points of the City's financing program and is distributed nationwide to all of our account executives. • Our Squawk Box System — This system notifies our sales force of changes in timing and terms of sale of City's financing. Numerous broadcasts are conducted daily. 6 Stephens E. UNIQUE QUALIFICATIONS Include any other information that m:ght be helpful to assist the City in understanding the firm's unique qualifications to perform bond underwriting services for the City of Fayetteville. For more than 85 years, Stephen has provided municipal bond underwriting services within the state of Arkansas. Our firm's mission has and continues to be helping public sector enterprises achieve distinctive, substantial, and lasting improvements in their performance. Our success is based upon our unwavering commitment to driving impact to our clients — by bringing the facts to the table and providing unbiased framing of our clients' capital plans. We can do that because we area privately owned company that does not have to appease shareholders. As such, we can work "shoulder -to -shoulder" with the City. It enables us to build an understanding of the City's financial goals, to develop a shared sense of ownership, and to yield lasting results. This means Stephens' role as underwriter doesn't end when a project financing is completed; our team will continue to work together with staff to ensure resulting performance standards are met. Our investment banking and principal investing businesses operate in close organizational proximity. This is by design. We think and act like owners whether we are acting as principal or agent. We feel this gives us a unique perspective in our business and creates distinctive opportunities for us and for our clients. This approach has paid substantial dividends beyond return on investment. Many of our investments have become clients of our investment banking services, and many investments started out as investment banking clients. We will continue this course that differentiates Stephens Inc. within the securities industry. We will continue to pave our own path in an industry of "follow the leader." We will continue to be unique. Continuing Relationships. Our clients come first. It is this philosophy that ultimately enhances our reputation and business strategy. On the other side of every revenue -generating transaction, there is a customerwho must be treated fairly and with the highest of ethical standards. On the other side of every investment are partners, fellow shareholders, and a management team who deserve the most candid reflection of our thoughts, opinions, and advice. In dealing with these varied interests honestly and fairly, we will build trust in our judgment and integrity. This will forge relationships, the likes of which have been, and will continue to be, the cornerstone of our success. Extraordinary people create extraordinary companies and organizations; and we make it our business to maintain relationships with as many extraordinary people as possible, from all over the world. Innovations and Individuality. Our long-term relationships, our strong capital position, our principal mentality, and the level of professionalism with which we approach decisions sets us apart in the financial services industry. With full awareness that many firms around us are in the process of developing massive scale capital positions, we define our future in terms of quality and customer profitability. This trend toward massive scale will make Stephens increasingly unique in our industry, and we will meet our competition with creativity, agility, integrity, intelligence, and a commitment to exceptional execution. We understand and appreciate that the most innovative and distinguished financiers in the history of the world have not always operated from the largest -scale platforms. As Stephens Inc. continues its tradition of producing some of the most exceptional financial minds in the country, our vision for ourselves will be realized. 7 Stephens Top Underwriter of Sales and Use Tax Bonds. Stephens is Arkansas's leading underwriter and a nationally ranked underwriter of sales and use tax bonds. Since completing the very first sales tax financing for an Arkansas municipality in 1984, Stephens has conducted more sales and use tax financings than all of our competitors. Since 2012, Stephens has managed 64 Arkansas sales and use tax bond issues totaling over $770 million, as shown below. This experience is important because it demonstrates our expertise and ability to sell the City's bonds at the lowest cost of capital. This will translate to an efficient and smooth transaction for the City. 900.0 800.0 700.0 600.0 sw o 400.0 300.0 200.0 100.0 .o ARKANSAS RANKINGS' Sales and Use Tax Bond Issues January 1, 2012 — January 1, 2018 Stephem Crew? Raymond Jamer Edward Jonas NATIONAL RANKINGS* Sales and Use Tax Bond Issues Calendar Year 2017 -- Ranked I" nationwide in underwriting of sales and use tax municipal bond issues under $10 million -- Ranked 50' nationwide in underwriting of sales and use tax municipal bond issues (based upon # of issues sold) -- Ranked 21" nationwide in underwriting of sales and use tax I municipal bond issues (based upon size of bond issue sold) RECENT SALES AND USE TAX BOND FINANCINGS a' I& $54,695,000 $24,655,000 Sales and Use Tax Sales and Use Tax Revenue Bonds, Revenue Bonds, Series 2016 Series 2017 Dated: Dec. 1, 2016 Dated: Apr 25, 2017 Purpose: Street and highway Purpose: Various city improvements. improvements. Rating: S&P A+ Rating: S&P AA - Method: Negotiated Method: Negotiated REFERENCE: REFERENCE: Judge Rick Davis Mayor Bob McCaslin 501.622.3600 479.271.5966 'Source Thomson Reuters $20,270,000 Sales and Use Tax Revenue Bonds, Series 2018 Dated: Apr 24, 2018 Purpose: City utility improvements Rating: Al Method: Negotiated REFERENCE: Mayor Wayne McGee 501.676.4300 5tephens While we have only highlighted 3 of our most recent sale and use tax bond issues, please keep in mind that Stephens has a long history of working on sales and use transactions tax bonds. Because our firm frequently works on these types of transactions, we have already identified a potential investor pool for the borrowing, as well as know how to best structure the transaction in order to achieve the lowest possible interest rate. This will be important to you because our firm will be able to move quickly to secure the best possible financing for you. Arkansas Business Broker Rankings S*PP_G EdMrd M Jar cnw. waft Few Jilin AMNI AUd Mn. ininnill Rft o d Jrnw MOH Lynch Anw"FTP&ncfl Mapco alar// Experienced Financing Team and Arkansas's Leading BOK Ramal Smridn W, Sales Force. The professionals that will be assigned to the — City's financing have well over 50 years of combined a w goo iso goo no 00o iso goo experienced working on sales and use tax bond issues for Arkansas communities. Moreover, our 348 account representatives, who are registered in Arkansas, represent 28% of total registered representatives in the state. With six sales offices in Arkansas, we can assure a statewide marketing effort for your bonds. The more investors involved should translate to lower borrowing costs as investors will be competing to buy the City's bonds. In addition, please note that our Arkansas presence is important to the City because: Stephens has an exceptional Arkansas account base. Stephens is the state's leader in both retail and institutional sales of municipal bonds. Our sales personnel cover 18,242 active accounts (15,621 retail and 2,621 institutional). We believe our large account base offers a significant marketing advantage to the City, Stephens maintains a constant secondary market in Arkansas bonds. Investors rely on Stephens as their primary source for Arkansas tax-exempt securities in both the primary and secondary markets. Because we maintain an active secondary market in the securities the firm underwrites, Stephens is considered by many to be a leading market-maker for Arkansas bonds. 9 Stephens F. SERVICES State the support services as discussed in the "Scope of Services" section of this RFP that would be provided to the City in connection with a typical municipal bond issuance. Include a proposed schedule of events and assignments of responsibilities for all participants, including time estimates for each step. Stephens will provide advice and service both prior to and after actual entry into the marketplace for the City's bond offering for all services outlined in the scope of services. As well, we will continue to provide ongoing consultation to the City as needed for a broad range of services. We believe that our continued involvement with the City's staff since the last bond closing typifies the ongoing relationship between Stephens and the City. Given our history with the City, we are confident our work on this upcoming financing can be done quickly and efficiently. We have specifically described the investment banking services that will be provided in connection with the proposed financing in the following sections. As always, our services can be modified to better meet the City's requirements. Finalize the Financing Plan This initial phase will require the investment banking team to: • Evaluate structuring alternatives and advise the City as to the advantages and disadvantages of each financing option. Assist the City by reviewing outstanding and proposed financing terms, as well as legal documents that govern the City and the issuance of debt. • Finalize the timetable for the proposed refunding transaction. Planning, Scheduling and Legal Document Preparation It will be our firm's responsibility to coordinate the activities of the financing team and monitor the timetable throughout the issuance process. Our firm will schedule an initial organizational meeting and all subsequent meetings of the finance team. It will be our responsibility to assure that this transaction proceeds quickly and remains on schedule. Some of our activities in this area will include the following: • Review the legal framework of the financing documents with the City and its counsel. • Coordinate the reconciliation of differences in document form and substance throughout the drafting process • Work with the rating agency to meet the timetable. Rating Agency Meetings Stephens has been closely involved in the City's rating agency dialogue over the years. Our scope of services has ranged from big -picture topics to presentation content and detailed meeting logistics. • Assistance with drafting of rating agency presentation. Stephens has brought more sales and use tax issues to market than any other firm in Arkansas over the last five years and is highly familiar with the questions and criteria that the rating agency use when determining bond ratings. As such, Stephens is well positioned to provide meaningful input into the drafting of the rating agency presentation. • Preparing for the rating meeting(s). Stephens will prepare a list of expected questions before the rating agency meeting. These questions will be based upon our historical experience with the rating agency and the City. • Coordinating the logistics of the meetings. Stephens will continue to manage meeting logistics — coordinating meeting times and schedules, providing copies of materials, printing books, setting up conference lines, taking notes and creating summaries of the meetings. • Coordinating follow-up with the rating agency. Stephens will take an active role in the follow up work with the rating agency and will communicate with the rating analyst(s) to help frame the City in the most favorable light. • Review and coordination of comments to draft reports. When a draft report is circulated, Stephens will proof the report and coordinate comments from other members of the financing team. Assist with ongoing dialogue and strategy. The City's interaction with the rating agency does not stop at the end of the meetings. We will assist the City with rating agency outreach, in order to brief the analyst on strategic initiatives or on the release of financial news, as appropriate. Preparation of the Offering Documents The City's proposed issue will be offered to the public by means of a preliminary official statement. This document will provide a description of the City and disclosure of material facts affecting overall operations. Preparation of the preliminary 10 Stephens official statement will be the responsibility of bond counsel, the underwriter, the City, and its counsel and auditor. Our investment banking team will: • Review and comment on the preliminary and final official statements. • Prepare the sources and uses of funds and debt service schedules for inclusion in the preliminary and final official statements. • Assure that the preliminary and final official statement form is consistent with the expectations of the rating agency, bond counsel, and investors, as well as fulfilling current regulatory disclosure requirements. Marketing of the Bonds Stephens will be responsible for the development of a plan that will position the bonds in the marketplace in an advantageous manner. Much like our work for the City in years past, this plan will include: • Preparing reports, financial data and other information necessary for the successful marketing of the debt. • Developing strong investor interest in the City's offering so as to ensure receipt of a competitive interest rate for this issue. • Conducting an intensive pre -sale effort in order to simulate demand for the bonds and ensure an aggressive market rate from existing City's bondholders, as well as new investors. • Stimulating investors' interest in the City by utilizing our Arkansas offices and in-state registered sales professionals. Bond Offering In connection with the actual bond offering, we will: • Make recommendations concerning the timing of the sale of the bonds and such technical details as: principal amounts, maturities, interest coupons, redemption features, etc. • Inform the City of trends and conditions in the municipal bond market, including interest rates, comparable issues, new issue volume and other significant factors that may affect the City's final debt service cost on this proposed borrowing. Prepare and place, as appropriate, public advertising for the bond issue. Price the bonds at an acceptable interest rate level during a "retail only" order period and, if necessary, the institutional order period. • Commit to purchase any unsold bond balances at price levels that are competitive within the marketplace. • Coordinate activities necessary to assure a smooth and timely closing. Continuing Services As we've historically demonstrated, the scope of our investment banking services extends well beyond the initial issuance of debt for the City. Stephens will continue to provide the following ongoing services: • Continue to maintain a secondary market for the bonds after the proposed issue is sold. • Maintain an ongoing relationship with the City to provide assistance on financing aspects of capital and strategic planning. • Monitor the market on an ongoing basis to determine if the City's outstanding indebtedness should be refinanced or restructured. • Assist the City in evaluating indebtedness and parity bond requirements for continuing disclosure filings. 11 Stephens I Please see below, the preliminary Schedule of Events that Stephens proposes. PRELIMINARY SCHEDULE OF EVENTS AND RESPONSIBILITIES Week Event Responsibility Meeting with City Representatives and Bond Counsel to discuss City of Fayetteville / Week 1 structure of financing Stephens Week 2 Distribute first draft of financing documents Bond Counsel Week 3 Review financing documents All Parties Week 4 Distribute blacklined financing documents Bond Counsel Week 4 Distribute credit packages to rating_agency/insurers Stephens Week 5-6 Obtain rating and/or insurance on issue Cit /Ste hens Week 7 Approval of Bond Ordinance City / Stephens / Bond Counsel Week 8 Publish Bond Ordinance Bond Counsel Week 11 Distribute Preliminary Official Statement Stephens Week 12 Review offering details with City Stephens Week 12 Offer bonds Stephens Week 12 Commit to underwrite Stephens Week 12 Prepare closing documents Stephens / Bond Counsel Week 13 Closing occurs All Parties 12 Stephens G. EXPERIENCE Provide a general description of the firm, its history, primary types of work, organizational structure, etc. list relevant municipal bond issuances during recent years in which the firm has served as a senior underwriter. For each municipal issue, please provide the following information as an appendix to the 25 page limit submission. A Brief Firm Overview. Stephens Inc. was founded in 1933 by W.R. 'Witt' Stephens. His brother, Jack Stephens, joined the firm in 1946 and served as Chairman of the Board and CEO from 1956 to 1986. Since that time, Warren A. Stephens, Jack's son, continues to direct the firm's strategic expansion as Chief Executive Officer. Stephens is a privately owned full service investment banking firm headquartered in Little Rock, Arkansas. From its many offices across the country, Stephens serves a broad client base that includes state and local governments, financial institutions, corporations and individual investors throughout the United States and overseas. The firm's services include the structure and sale of municipal and corporate securities, general securities brokerage, money management, and estate planning. Stephens currently employs approximately 850 individuals, of which over 350 are Arkansas based registered representatives — significantly more than any competing firm. Stephens Office Locations Stephens was founded as a municipal finance firm. Since that time, we have become a consistent regional leader in the industry. Accordingly, the firm's commitment to public finance has received the unwavering support of the firm's top management team. In fact, in an interview with The Band Buver, Warren Stephens said, "We are definitely committed to public finance for a lot of reasons, and one is because it's how our firm started. Another is because we understand the importance of being involved with the development of infrastructure and assisting communities with their planned growth." From our base in Arkansas, we have continued to expand office and professional staff as other firms have sold, consolidated, or closed. With over 25 office locations worldwide, Stephens employs approximately 850 individuals across 8 financial sectors. ■ Public Finance - General State Issuance - Utilities - Transportation - Industrial Development - Healthcare - Governmental Services - Special Revenue - Education - Housing ■ Private Wealth Management Investment Banking - Consumer Goods - Energy - Financial Sponsors - Healthcare - Power & Industrial Technology - Telecom & Media • Capital Management - Fixed Income - Asset Allocation - Management Consulting ■ Insurance • Institutional Sales & Trading • Private Equity Ster3hons Inc. OrnanizationalSfructure ��]] Hib'�c Hrwnro Invavhnunt Q w • Colailr�k hnrfnuunrnnn! managers J� � ual�,s�sdsss TfO�frrp PHv6lvEyvil�% C4VV1Y �`Q59 grrh it, X02 s-ws Workers ProfessloncB Adminishafivie Support 13 Stephens Capitalization. Stephens' financial strength will ensure that the firm is hereto serve the City today and in the future. In terms of financial resources and capital, Stephens remains among the largest and best. capitalized privately -held investment ICAL CAPITAL POSITION firms in the United States. At the Year Total Capital Nei Capidal Excess Net Capilal Undewiling Capacity end of 2017, Stephens maintained 43 net excess capital of 201 ;1e7,600,2se $14soo1,343 $132293343 $1,799.000,0M $132,293,000, which allows the 2016 $159,942,000 4125,333,OW tin,02i,Cco $1,526,000,000 firm to leverage that capacity to 20IS $159.542000 $125.435.000 $112036.000 $lX4,0W.OW underwrite almost $1.8 billion in a 2014 $186622000 $1x4,086,000 $141,695,oc0 $1,96e,0W.OW concentrated position. The firm 2013 $184,23.000 $139,201.000 $125,163000 $1.687,000.,200 currently has no restrictions on its 2012 $150,559,000 $102.611,00 $ 87.338.000 $1,098.0W,om excess net capital to underwrite bond issues, and as such, we have the ability and willingness to take excess bonds into inventory should a balance of bonds remain after an order period. The firm is leveraged at an extremely modest 2:1 and our assets are primarilV o overnmental securities. Our capital position allows the firm to deliver superior, uninterrupted results to clients. Public Finance Department. Stephens Public Finance Department is currently staffed with professionals who are located in Arkansas offices in Little Rock and Fayetteville, as well as throughout the South in locations, such as: Atlanta, Charlotte, Dallas, Shreveport and Nashville. Stephens' professionals have significant tenure in public finance investment banking, and our senior bankers have, on average, 25 years of experience within the industry. Today, Stephens' public finance group is recognized as a regional leader in the structuring, underwriting, marketing, and placement of taxable and tax-exempt municipal securities. Our customers include, but are not limited to: • state, county and local governments and agencies, including utilities; • K-12 school districts; • higher education institutions; • public authorities; • non-profit corporations; and • other public entities funded by state and local taxes. Since January 1, 2008, Stephens has served as underwriter on 2,135 municipal bond offerings, totaling more than $48.6 billion in par.* This experience is important because it demonstrates not only our underwriting capabilities, but also that we understand how to best position municipal credits given that we are frequently in the market. -Source: irlonuan Reuters Financial Services Ias of 01101121)08-04/01/20181, See Appendix A for information on relevant municipal bond issuances where Stephens has served as sole or senior underwriter. 14 Stephens Primary Education 9 $10.9 ;ovt Services 53 $1.4.4 Utilities 298 $10.7 Higher Education 235 $5.9 rransportalion 56 44.3 IHealthcore 3C $0. Recreation S1.0 Industrial Development 2 50.5 Mousing 1 $0.' See Appendix A for information on relevant municipal bond issuances where Stephens has served as sole or senior underwriter. 14 Stephens H. BOND RATING Describe what level of participation would be taken in the bond rating process. For example, describe what could be done to maximize the rating on the City of Fayetteville's municipal bond issues. Credit Ratings and Enhancement. The best approach for presenting Fayetteville's credit strengths to the rating agencies is to first understand the key rating factors that determine their rating. In working with Stephens, we will evaluate the rating medians to determine areas of concerns and work to structure the transaction in a way to not negatively impact the City's rating. As you are aware, rating agencies will evaluate four basic factors to determine an issuer's credit ratings, which include economic, financial, management, and debt. In our firm's opinion, the most important factor is to promote the management factors and the ability and willingness of management to make budget decisions that will maintain recurring balances in financial operations. The rating agencies have indicated they "over weigh" management factors and "under weigh" debt factors in their rating methodology. This will be even more critical as the City determines how to issue the additional debt over the next years. CONTROL INFORMATION FLOWTHROUGHOUT PROCESS Identify credit strengths Achieve ratings target and concernsin rRnlrollr. d Pro c ess Cofleetandapnlyec Stephens. Fretr"questions to relevaptlRfprmntion be discussed on calls ., Rating Agencies Receive feedback Organize cans and on keyissues meetings with Agencies Building on this approach, Stephens would recommend not only modeling the projected operational cash flows and expenditures based upon the projected increase in debt service, but also conducting a key indicator review based upon the agencies' medians. For example, Stephens will work to determine how operating revenues and expenditures compares to your peer groups, population trends, and debt capacity. Building on these factors, Stephens will model the additional debt obligation over the next years to determine the extent any additional obligations will have on the City's credit standing and what actions, if any, should be taken in conjunction with the additional debt load to manage future allocation of resources. In addition, Stephens will serve as the City's advocate throughout the credit rating process by reviewing credit issues, legal documents, comparable transactions, and business covenants to ensure that the City is reflected in the most positive manner. Our assistance will include the following steps as directed: • Contact credit analysts well in advance of any meetings or conference calls to determine what, if any, areas should be specifically addressed; • Review and model the financial performance; • Analyze the City's performance against peer issuers; • Address areas that might be of concern to the rating agencies; • Assemble a "credit package" to familiarize the analysts with the City's proposed financing well in advance of the formal process; • Work with the City to refine the presentation highlighting its credit strengths; • Conduct a "rehearsal" during which all appropriate staff and participants may make their presentations and answer questions likely to be asked by the analysts; • Assist in the preparation of a presentation packet; • Attend the formal rating agency presentations to review any questions, open points, or modifications to legal structure with the rating analysts; • Outline and present the benefits of the financing plan components; • Assess the impact of the agencies' responses; and • Assist in the negotiation of final terms and conditions of the rating agency reports. S! .�� If a need develops for face-to-face meetings in New York, we would be glad to Slephens'New York offices offer the use of our midtown offices on East 55th Street. In the recent past, our clients have indicated a more positive experience by having the rating agencies come to our offices rather than traversing Manhattan to meet at each one of the rating agencies' offices. 15 Stephens State the proposed/anticipated fee range expected to be charged for services per $1,000 in bonds issued. The breakdown of fees should be as follows: 1. Management fee 2. Underwriting risk 3. Takedown 4. Miscellaneous expenses 5. Total fee per $1,000 bond issue. Should a firm desire not to break out the various fees listed, the proposal may contain a fee per $1,000 of bonds issued that includes ALL aspects of the underwriter's spread. In addition, identify and estimate any other professional fees, not included in the itemized fees or underwriter's spread, which the City would be expected to pay (i.e. underwriter's counsel). Any change in the takedown fee component, which is subject to market conditions, must be substantiated by the market conditions to the satisfaction of the City. FEE PROPOSAL. Stephens proposes an underwriter discount range $3.95 - $4.95 per $1,000 bond. This proposal assumes that Stephens will act as sole managing underwriter. The proposed takedown structure is reflective of Stephens' commitment to the City and Stephens' willingness to underwrite any unsold balances. This amount will be paid to Stephens for time spent advising the City on the election, as well as the structuring, marketing, and managing of the bond issue. Stephens' underwriting fee is entirely contingent upon the successful election, sale, and closing of the proposed bond issue. Any underwriting fees for future bond issues will be negotiated with the City based on the terms, size, and complexity of the proposed issue. Based on our relationships with Arkansas based bond counsels, we do not anticipate a need for underwriter counsel. As an aside, we would like to note that a large part of this fee will be used to compensate our salesforce; those who are responsible for selling the City's bonds and who work on commission. As such, it is important the fee provides an incentive to our salespeople to sell the City's bonds. Underwriting firms that agree to accept a below-market fee may be unable to sell the bonds at appropriate interest rate levels because their salesforce is not engaged in the transaction due to a lack of potential compensation. In those instances, a common alternative is to increase interest rates on the bonds in order to make them more attractive in the market. As you can understand, this approach is not in the City's best interest as it results in higher borrowing costs. At Stephens, we believe the most important part of a bond issue is to effectively market the bonds so that the client receives the lowest possible interest rate at the time of the bond sale. To provide an example of the importance of effectively marketing bonds, a difference of just 0.25% in average interest rate equates to over $2,345,000 in additional interest cost over the life of a bond issue. (This amount is based on a $160,000,000 issue size with a 15 -year repayment term.) Finally, keep in mind that interest rate information provided by any underwriting firm several weeks or months before bonds are sold is preliminary and subject to change. Interest rates on a bond issue are not determined until the day of sale and are dependent on market conditions at that point in time. If selected, Stephens will work with the City to determine the appropriate fee levels based on the work required. 16 Stephens J.COMPANY (i) Experience: Proposer shall provide a detailed description of similar city and/or county projects or contracts that currently use the proposed system, completed and/or presently provided during the past five (5) years. Provide complete contact information, name, address, phone and emails for all references. (ii) Company Principals: Provide a brief biographic overview of the Company's key principals. (iii) Capabilities: Proposer shall provide a description of limitations relate to facilities, staff personnel, on-going projects/contracts, etc. Specifically, provide in RFP response what priority will be placed on this project. (iv) Company Organization: 1. Primary Business: Proposers shall describe company's primary business interest and/or operations including organization and affiliations. Include the magnitude of your operation as it relates to this project. 2. Company History: Provide pertinent company historical information that will demonstrate your capability to successfully accomplish this project. Experience rience Since 2012, Stephens has managed over 60 sales and use tax transactions in Arkansas totaling more than $770 million in par amount. Please see Appendix A for a complete listing of our sole and senior managed sales and use tax transactions. Company Principals Warren Stepi*ens Chairman, Presid�eut ands Qilieli Executive Officer Warren A. Stephens is Chairman, President and Chief Executive Officer of Stephens Inc. In 1981, Mr. Stephens joined the firm and in 1986, he was elevated to the position of President of the firm, continuing the evolution of a family business that was started by his father and uncle more than 75 years ago. In 2006, Warren Stephens acquired 100% of the outstanding shares of Stephens Inc. Curt Bradbury Chief Operatiag Officer Mr. Bradbury is Chief Operating Officer and Director of Stephens Inc. He joined the firm in 1972 and has been COO of Stephens Inc. since 1995. In his current leadership position, Mr. Bradbury works with Chairman and CEO Warren Stephens in the development and execution of strategic initiatives and the daily operations of Stephens Inc. Douglas H. Ntiaerrtibi Senior Managing Dilr clorr A native of Little Rock, Mr. Martin joined Stephens in 1981 after beginning his career in M&A with Morgan Stanley in New York. He has been involved in private equity for Stephens for more than 30 years, and has led the effort for the past ten years. Mark Doramus Chief Financial Officer Mr. Doramus is Chief Financial Officer of Stephens Inc. He began his career as a CPA with Arthur Anderson & Co. in Dallas, Texas. In 1988 he joined the Corporate Finance department of Stephens Inc. and in 1996 was named Chief Financial Officer. Company Capabilities As stated earlier in this response, Stephens Inc. will make this transaction a top priority of the firm. Mr. Dennis Hunt, who leads Public Finance, will personally manage this transaction with assistance from the personnel located in the Fayetteville and Little Rock offices. Consequently, there are no limitations relative to facilities, staff, or current contracts. Mr. Hunt's participation is indicative of the importance of our firm's relationship with the City of Fayetteville. 1 17 Stephens Company Organization Primary Business. Stephens is involved in all sectors of public finance, some of which are highlighted below. ➢ Sales Tax for various public projects, ranging from community centers and jails to water and sewer improvements. Stephens completed the first sales tax financing for an Arkansas municipality in 1984. Later that year, we closed the first county sales tax financing sold in this state. For nearly twenty ears we have marketed more than two times the amount of Arkansas sales tax issues as compared to our nearest competitor. ➢ Municipal and County Government. Our work in this area has been for utility systems, city halls, courthouses, community recreation facilities, jails, law enforcement facilities and other related projects. We have devised unique financing structures specifically tailored for our clients in this area. ➢ Education. Education transactions have always represented a significant portion of our business. Stephens has assisted most of the higher education institutions in Arkansas, as well as institutions in 31 states and territories. In addition, our firm is an active bidder on K-12 public school bonds, other than those issues for which we serve as financial advisor. Securities regulations now prohibit bidding or negotiating underwriting transactions for those issuers to whom the firm serves as financial advisor. ➢ Housing. Stephens currently serves as senior manager for a multi-year engagement for the Arkansas Development Finance Authority statewide single-family housing bond program. Our approach in housing, as well as other areas of public finance, is to tailor financing structures specifically to the client's long term goals. ➢ Industrial and Economic Development. Historically, we have helped bring jobs to communities in all parts of the state. Stephens serves as a financing participant with the Arkansas Development Finance Authority's economic development bond programs. ➢ Arkansas Healthcare Experience. Over the years our firm has consistently dedicated a substantial amount of time and resources to Arkansas' hospitals. Not only do we take pride in assisting five large medical hospital with their financing needs, we also believe our hospital clients outside of major metropolitan areas are just as important. As a result, we have also assisted hospitals like North Arkansas Hospital in Harrison, Ashley County Medical Center in Crossett, Conway Regional Medical Center, Arkansas Methodist Medical Center in Paragould. Comnanv Histo Since 1933, the area of Public Finance has been a core interest of our firm. And while the Department's business continues to grow and evolve, our work remains centered with the client Our public finance practice originated in the Little Rock office. Over the last twenty years, however, Stephens' activities have expanded and additional offices have been opened in the south and southeast. In 1993, we opened our offices in Fayetteville to more effectively serve clients in Northwest Arkansas. Specifically, we have assisted the City of Fayetteville with investment banking services since 1995. Stephens' presence in the public finance market consists of financial advisory and underwriting services. Our efforts are directed towards primary purpose public finance transactions. We specialize in assisting state agencies, counties and municipalities, primary and higher education issuers, utilities, housing and health care systems. As demonstrated under "Company Capabilities" we have consistently ranked as the number one municipal bond underwriter in the State of Arkansas. Our approach toward issuers is not about completing transactions. Rather our work is done in a manner that instills confidence and trust. We make a practice of putting an issuer's interest first, which we've found is essential in maintaining long term relationships. -� 18 Stephens K.IPERSONNEL (i) Staff: The Proposer shall provide a description of staff and work force that will be assigned to effectively facilitate the requirements of this project. Description provided shall include, at a minimum, the number of permanent employees, part time employees and an organizational chart reflecting their responsibilities. (ii) Resumes: The Proposer shall provide maximum one-page resumes of key personnel intended to be utilized for this project. One-page resumes do not count towards page restrictions outlined in this RFP. Resumes shall include, at a minimum: Position Title, Tenure with Proposer, Experience and Other related information. One aspect we believe differentiates Stephens from our competition is the level of attention we provide our clients. Stephens utilizes a team approach and each team member is prepared to make this engagement a top priority and be available as needed throughout the term of the engagement. The talented team of professional we have assembled for the proposed financing each have direct experience working with state issuers and utility credits. Your engagement team will be structured as follows: CITY OF FAYETTEVILLE 4 ARKANSAS LARRY EXECUTIVE VI Kevin Faugh t Jason Holsclaw STEPHENS F SenlorVice President' Senior Vlce President (Fayetteville) (Little Rock) Lindsey 011ar Melissa Walsh Adam Ward Quantitative Analyst Assoclate VP 1 fduN Underwr] —(Support) (Little Rock) Dennis Hunt will serve as the primary relationship manager and ensure that all of the firm's extensive human and capital resources are brought to bear to ensure that all elements of our relationship with the City are staffed and executed optimally. Kevin Faught and Jason Holsclaw will serve as co -senior relationship bankers and support on the proposed financing, while Melissa Walsh will also serve as a support banker. In addition, Lindsey 011ar will provide the team with direct quantatitive support. Our team approach ensures that you and the City will always have a skilled professional available to you at all times. On our fixed income sales and trading side, Larry Bowden will be responsible for the overall coordination of our underwriting activity including capital commitment. Adam Ward will advise on market conditions and coordinate the marketing and pricing efforts with our retail and institutional networks, while Sean Fallon will provide the team with market analysis and back up support. In addition, the City will have access to our more than 350 registered representatives. (Detailed resumes for Stephens' banking team are found on the following pages.) ,-, 19 Stephens Dom' ROLE: Senior Relationship Banker (Primary Contact). Mr. Hunt is charged with EXECUTIVE VICE PRESIDENT, HEAD OF a the day-to-day responsibility for this engagement and will work with the City to PUBLIC FINANCE guide the issuance of the 2019 Bonds through closing. As directed, he will LITTLE ROCK, AR coordinate conference calls, meetings, and all aspects of bond issuance with the 501.377.2041 (T) underwriting team and the City. 501.377.3465 (F) RELATED EXPERIENCE: Mr. Hunt has served as an investment banker with DHUNT@STEPHENS.COM Stephens since 1993, providing investment banking services for tax-exempt and taxable financings. He has managed financings for Stephens including utility, education, housing, healthcare, private activity, tourism and tax -backed bond issue§.. In recent years, he has structured more than two billion dollars in tax- exempt municipal bond issues. In 2015, Mr. Hunt was selected to head the public finance division for Stephens. He holds Series 7, 50, 53, & 63 licenses. BACKGROUND: Holds a Master's degree with honors from the University of Arkansas, Fayetteville and has completed post -graduate training at Harvard University, the University of Texas, and the University of Virginia. KEVIN FAUGHT ROLE: Co -Senior Relationship Banker (Secondary Contact). Mr. Faught will SENIOR VICE PRESIDENT serve as support and is charged with the day-to-day responsibility for this FAYETTEVILLE, AR engagement and will work with the City to guide the issuance of the 2019 Bonds 479.718.2444 (T) through closing. As directed, he will coordinate conference calls, meetings, and KFAUGHT@STEPHENS.COM all aspects of bond issuance with the underwriting team and the City. RELATED EXPERIENCE:. Mr. Faught joined Stephens' Northwest Arkansas office in Fayetteville as a Public Finance Banker in 2004. Prior to joining Stephens, he spent 11 years in municipal management in the states of Arkansas and Missouri and served most recently as the Assistant City Administrator for the City of Branson, Missouri. Mr. Faught previously served as Assistant to the Mayor/Director of Administration for the City of Springdale, Arkansas. He worked closely with bankers, financial advisors and bond attorneys during his time in city management. Some of his clients include the school districts of Mulberry/Pleasant View, Fayetteville, Farmington and Fort Smith, as well as the cities of Tontitown, Bentonville, Pea Ridge and Lowell. BACKGROUN -. He holds a bachelor's degree in business and a master's degree in public administration from the University of Arkansas at Fayetteville. JASON HOLSCLAw ROLE: Co -Senior Relationship Banker (Secondary Contact). Mr. Holsclaw will SENIOR VICE PRESIDENT serve as support and is charged with the day-to-day responsibility for this LITTLE ROCK, AR engagement and will work with the City to guide the issuance of the 2019 Bonds 501.377.2474 through closing. As directed, he will coordinate conference calls, meetings, and 501.377.3465 (F) all aspects of bond issuance with the underwriting team and the City. JASON.HOLSCLAw@STEPHENS.COM RELATED EXPERIENCE: Mr. Holsclaw has over 15 years of experience in government budgeting and finance, and he has managed approximately 100 debt financings for state, municipalities, school districts, utilities, and colleges and universities since joining Stephens in 2012. Prior to Stephens, he was a Senior Analyst with the U.S. Government Accountability Office in Washington, D.C., where he led numerous reviews of federal agency operations and programs. Mr. Holsclaw also served as a senior investigator and advisor to the U.S. Senate Special Committee on Aging. He holds Series 50, 52, & 63 licenses. BACKGROUND: Mr. Holsclaw holds a M.P.A from the University of Kentucky and B.A. from Ouachita Baptist University. �,- 20 Stephens MELISSA WALSH 19 ROLE: Associate Banker and Support. Ms. Walsh will participate in all facets of ASSOCIATE bond issuance and will provide secondary support and to the financing team and LITTLE ROCK, AR to the Authority's municipal advisor and the Authority, as needed. 501.377.2428 RELATED EXPERIENCE: Ms. Walsh joined the firm as a member of the Public 501.377.3465 (F) Finance Department in 2016 and manages taxable and tax-exempt financings as MELISSA.WALSH@STEPHENS.COM both underwriter and Municipal Advisor to various cities, counties, healthcare ADAM.WARD@STEPHENS.COM organizations and school districts in Arkansas. Prior to joining Stephens, she was the Director of Government Affairs at Teach For America, Arkansas. SEAN FALLON BACKGROUND: Ms. Walsh has a Bachelor of Arts in Political Science and SENIOR VICE PRESIDENT/ Sociology from Union College in Schenectady, New York and was a Walton MUNICIPAL TAXABLE TRADING Fellowship recipient for her M.Ed. from Arkansas Tech University, LINDSEY OLLAR ROLE: Quantitative Analyst and Support. Ms. 011ar will participate in all facets of ANALYST bond issuance and will provide quantitative support and analyses to the LITTLE ROCK, AR Authority's municipal advisor and the Authority, as needed. 501.377.2354 RELATED EXPERIENCE: During Ms. 011ar's time at Stephens, she has directly 501.377.3465 (F) structured more than 300 primary and secondary education credits since 2011. LINDSEY.OLLAR@STEPHENS.COM She will provide the banking team with analytical support, market analysis, and assist in review of bond issuance documents. Prior to joining Stephens, she worked as an analyst for the Arkansas Development Finance Authority. BACKGROUND: Ms. 011ar holds a B.B.A. in Finance from the University of Central Arkansas. She holds the Series 50, 52, & 63 licenses. LARRY BOWDEN ROLE: Underwriting and Trading EXECUTIVE VICE PRESIDENT, RELATED EXPERIENCE: Mr. Bowden is Executive Vice President and Director of HEAD OF FIXED INCOME SALES AND Fixed Income Sales and Trading. He oversees all new issue and secondary TRADING market activity for mortgage-backed securities, corporate securities, municipal LITTLE ROCK, AR bonds, both taxable and tax-exempt, and U.S. Agency trading. He has been with 501.377.2079 Stephens Inc. for 35 years and has served the firm in a variety of capacities, 501.377.3465 (F) including fixed income sales, fixed income trading manager and as the Director LBOWDEN@STEPHENS.COM of Professional Strategies within the Private Client Group. Mr. Bowden is on the Executive Committee and past Chairmen of the Bond Dealers of America, which is an organization that represents securities dealers and banks predominantly focused on the U.S. fixed income markets. ADAM WARD ROLE: Underwriting. Mr. Ward will serve as the individual that sets the pricing VICE PRESIDENT/ MUNICIPAL on the 2019 Bonds. Leading up to the offering, Mr. Ward will be available to UNDERWRITING AND TRADING speak or visit with the City, as needed. LITTLE ROCK, AR RELATED EXPERIENCE: Mr. Ward began his career in Fixed Income Sales in 501.377.8117 Stephens' St Petersburg, Florida office. Over the past decade, he has been 501.377.3465 (F) involved in numerous transactions and is also responsible for secondary ADAM.WARD@STEPHENS.COM municipal bond trading. BACKGROUND: Graduate of the University of Arkansas, Fayetteville. SEAN FALLON _ ROLE: Advisor/ Market Analysis. Mr. Fallon will provide market analysis and SENIOR VICE PRESIDENT/ advice on the pricing of the 2019 Bonds. MUNICIPAL TAXABLE TRADING RELATED EXPERIENCE: Mr. Fallon joined Stephens in 2012 to head the firm's WASHINGTON, D.C. municipal taxable efforts, both underwriting and trading. He was also Director of 202.807.0606 Mortgage Transactions and a Senior Portfolio Manager with Fannie Mae in SEAN.FALLON@STEPHENS.COM Washington D.C. At FNMA, he was the lead portfolio manager on the $15 billion Municipal Assets portfolio and co -managed both the $120 billion DUS and $25 billion CMBS portfolios. Additionally, he was a key participant working with the Treasury Department and FHA to address stresses in the Municipal Housing sector. BACKGROUND: Mr. Fallon holds a B.A. from St. Mary's College and both an MS in International Management and MBA from University of Maryland. He is also a Charter Financial Analyst and a Chartered Market Technician. �� 21 Stephens Appendix A - Sales and Use Tax Bond Experience 2015 to Present ••m , !VIM el f4311P ` malunry ai, , Issue bole bele r4r- mr+. nr Mein the Issue 1 DaleType Reung mm„ - - • ,- .i+,u. , . mP-1-1 a3466..- 33466: 18 :;Kevin Fought HonorobleJohnBollenllne Aknn..:ii..+1•,:1+S.rl,�. ,rriii rrr.r :.lz H:,;�ifc. "erli:s - -__..__i.._. .u_-.-. � 11ro7/74 '� 11!19/14 NEG 51,445,000 sole -35. ~NR 2675-3500 Mayor 2415 Manager 479632-1410 I i 1.753.50 ].5854 17.5 IKevin Fought Rt4rR Yardley Auna, A1karWl{ Selaa ark! Use ia% BAnih, Sadao 08101/37 08/17/17 NEG $5,100,000 Sole Dlreclor of Public Works 2017 Manager 478132. 118 NR • 1000-3025 2.8725 7@ Kevin Fauphl _ Honornbla 3o11n6epandno Wma, ArLarmel &nkv rindLhp 7nx Refundlnp and 11!01134 10114114 NEG 55,550,0001 Sole R1aya ifmpmorlv-nt Bonds, Series 2014 Manager 470•d37c74f0 -.... .- 11A11n..0 1025(76 NEG 54,840,000 Solo _.a..__.___t-_-.� MarkYvudlay 1AImp,Alkaltsaa 7klW4 and U4A Tax Filrrvrwv 200.2,50 23818 18 jKevin Fought Director of Public Works lRoWs, Series 2016 Manager I � �79AJ•2251 .. _ 1.50-2.35 2.4883 175 Michael McBryde _ _ • -- IBold Knob, Arkanvax Snip and Use TRx tp�Wing _� _ 09/0126 05/16- CPT 51,540,000 Sole Bonds- Seder 2016 or Honorable David MallinglyIBenlon;Arkvna Sales arq [ksTas 8onda, Svrwa - _ O610v44 0224714 _ •••NEG• 537, q Sole NR/A+M� 4.126 B.5 ,JackTruomper Mayor 12014 Manager SD1-776-59A5 _____....�....._r................ Ma]'bl'T3ayld Mp1Gna4y Bantvn,Arkanass Sates and lhs Tux Hands; Slerrev -..._ . _...__..__.... 0&01!44 04R7115 NEG 51,335,00 Sole NRIA,IKR 3.000-3,875 3.9763 11 ackTruempor Mayor 2015 Manager 501-776-5909 ---Sole^ AR-INFS 2.00-2.00 7 28138 101 � Dennla Hunt Horla r.QNt�Hah l4rCa@bhMnMIis. Arleln iancaa S IWitkl t 6 Ths Bonds, _ 11Ntr77 63:tu1T NEG j $24.W.'60 Rtayef iSeilev 2017 Manager 42713088 _.....�..._....,� _._ _. .69 II Sole 2.00-3A9 27912 795 Kevin Feughl vuleArkansas Solos and the Tax Bonds, Hvnrxahfa TkrriMcKmney 1Ben=LLnd 09/01/70 0889117 NEG 58,465,000 Mayor Series J Manager 1a �2 /leo Tex Bends, 12/0126 11/07/17 NEG $3,220,000 Sole 2,00-2,25 4369 I 15 Michael McBryde Btdim 201.7 Man. or Honorable Bill Cypert Cabot, Arkansas Sales and Uso Tax Bonds, Series 06701743 0225116 NEG $8,290,000 Sole 2.00-3.25 27576 B.5 Jack-Truemper Mayor ,2016. Manager 501-643-3566 Honorable Bill CyportAtlmfisiu Selo nnd•lev Tar Rvlunding end 06/01743 ! 05714717 _ NEG 542,625,000 Solo Al/A+/NR 1.00-5,00 •3,0563 B,5 Jack Truemper Mayor Bonds, Series 201a i Manager 501-843-2566 Honorable Ray Glover Carlisle, Arkansas Sales and Use Tax Relunding 0110128 05/15/17 t NEC 51,500,000 Sole 1.50-3,15 2903 12,9 Michael McBryde Mayor !Bonds, Series 2017 Manager 870-552-9420 Honorable Tab Townsell Crerway, Arkansaa Solis and Use Tax Capital 05/01/44 03/10/15 NEG S2Sg`MUT)D Senior NIZAA-MR.2.00-0,51) 3,7838 &5 Jack Truempor Mayor Improvement and Refunding Bnrels, Series 2015 Manager I 501450-6110 Honorable John Hall ICrewtord County, Arkansas Sales and use Tax 4101:2 08/18/14 NO Wi.91111,1) Sole NRlAA/f4R 2.00-4.00 22307 11 Hevin Faught County Judge Bonds, Series 2014 Manager 479-474-1511 IRvvbmie ICritanden County, Arkansas Sales and Use Tax 03/0121 09/18/17 NEG $16,885,000 Sole NR/A/NR 5.00 1.9221 12.75 Michael McBryde Bonds. Series 2017 Manager Honorable Scott McCormick _ Arkansas Sales and Use Tax Capital 12/01119. 11/06/13 NEG S6,210,D00 Sole _ NR 1, 00-2 DD 1663 &5 Jason Holsclaw Mayor iGrvscee, limpfDVement Bonds (Fire Station Projects), Series Manager 670.3134.8045 7013 Hendrabia - P iBerry JOumae, Ankinsas Sart 6 Ilse Talr Refunding 0170173E 05/13/13 NEG $7,670,000 Sole NR 1.00-2,75 5.228 12,5 Jason Hoisciaw Mayor Bvrw aL Sailm 2013A 8 20138 Manager 870-382-2121 The Honorable Bruce Ledford iEildritt, Arkensav Saks and the Tax Revenue -09701734 '. 0820714 NEG $2,350,000 Sole NR 1.625-3.375 3.3203 11.5 K.n Fault t Mayor Series 2014 I Manager 479643.3400 �Bafaly, Honorable Emla Aann IIFarlrfnglnn. Arkuntav Salva sad UAa Tax Bongo; _ 10/01!37 OA714117 _ NEG {{{ 55,090,000 Sole 2.0003.025 ].410 17 5 Kovin Fought M4y0C jSvllvs 2017 Manager ,170.267.5865 II FCyafievllre. A+lmnaea Sales and Use lox Cap11s1 m -I 1110124 1fl=3 Roul eookoo -� NEG S22,750,01t) Solo NRIA+/NR 200-3.30 323 13 Dennis Hunt Finance Director avnl Bonds, Series 2013 Impnovm Manager 47Q.575-0330 PULd B&C144111'Adinim Bain and Use Tax Capital _ 11/0124 1Df21f15 NEG 59,000,000 Sole NR7A,4-7r4R 1.00-100 1.61 9s Dennis Hunt Finance Director hnprovenwi Bonds, Series 2015 Manager 'A7Y.Si6-B35p_.- .... .. ow6j0121/14 20 . Honorable Larry Bryant .... ... ;Forrest City, Arkansas Sales and Use Tax NBG $8.075,000 Co -Senior NR 100-14132919 Michael McBryde Mayor ;Construction Bonds, Series 2014 Manager 870-633-1315 i_ . Rdy iaOaa iVolt SwAh, Arkansas Sntes a Use Tax Bbnae, 0nAllrO g1►ZW1illi' • ivEi' $34,295,00 Sonlor:.a ,. f . N 2.00-5,00 2.9 B , : ':7 � Den s Hunt - ^- Gt'l.Artnynl►lfnlvl 2014 Marlagel f$edas _ honorable l7rrkey Baw n Fie nik1ln Csundy. Alkw5ot, Bills adz Use Tax06N7re2 1170@71_r Nw 58,750,000 Sole i 20003.025 35474 17, Kevin Fought County Judge •Bonds, Series 2017 Manager 479:66TiTffi r... NEG I 554,695,000 Sole NR 1 140-2,402 27944 7 Jack Truomper Honorable Rick bavis :Garland County, P,rkanvoe Sales and Use Tax 1b1j24 jW2015 County Judgo !Bonds (Taxable), Series 2016 Manager 501622-360 �-Mansger NE4' - 55,200,0110 Sole NR 1.054 375 4 051 17.5 Kevm Fought Via... '..... reermrood, Arkansas Saks rind Ileo Tax Banda. p (Series 03/01/39 02/03/14 - .. 2014 -....._-`-"-NE __ .. .. .. Hamburg, Arkansas Saks and Use Tax Bonds, _...__..... � 02HI1132 lAlL7J77 NEG 53,650,000 Sole 1,75-2,75 2955d 17,5 Jason Holsclaw _Series 2017A & B 0610123 W.IY14 A4a . �. r Mayor Arnae WIIths Helena West Helena, Arkansas Sales antl Use Sax NEG 51,705,000 Sole ole NR 1.00 3.ZS 2,836 20 Michail McBryde Mayor Banda, Series 2014 Manager 870-817-7439 ...-�. .�.. .� -_ .. .... 17C.1_O_ }t773 . �6 ' , X1$00 Sole NR t. . 2 4:99 15 Dennis Hunt Mayor ;Series 2013 € Manager .i7&73E-0507 � _ Hollurawir Jeff Phillips ;Jackson Caunly, Arkansas Sales and Use Tax 06/01/]1 { 04/16/13 NEG 59,830,000 Sole NR 1.000-3.]75 2988 11.5 Jeeh Tmafnpar Mayor :Bonds, Series 2513 I Manager I 870-523-7400 j Judp0Dale Fre -n-on rLanrcriCu County. �l. fkansas 5Kl-es and Usd Tey 1137 BRIM 59,045,Dt70 8vle 200.5.75 kd376 as MnDd t„IcBryde i Courtly judo. (Bondi, Series 2016 . Manager � HOnowbiv Rory Gack 1Lvgah County, Alk,utyee Solus undLke Tax Hvrda, 12/01/33 10/17/18 NB43. Ft0,000 Sok. 2000.3,125 3.0177 13 Kayla Fltvgfll County Judge tS.nes 2016 Managot I. 479-963-3601 .___--mm NEG S,t0:7,tI+S!Oa Sot. 3 7985 M1Z.S: . Truempor Honorable Wayne McGee Lvnvkv, Arkansas Sales and Use Tax Bonds, Sencsf - 03/12/16 A7/NRMR 2110-500 Mayor y2018. k I Mamgcr 501676-0300 E HwlorvWv Terry alt lryylron CPwRy,�Arkarrm Bain and Uav Tax Bonds, _ 03101/36 111/111117 NEG58,755,000 3]I �...r 2.50 3,90 ._._M�. 3,5052 11,5 `hllrhotll fric8ryda County Judge fSvdes 2017 0Sals Mama er 870449X5231 I... ... L........__..1._. ...� ..�.. _....._ _...__. ._ ......a _...... -- Nodhwo't Ark sneaa Experience *0206% Hunt's E'xparlph� Gly of Fayollexlllo Expodunco Manor, Arkansas Salsa and Use Tax Bonds, Sense 08701/47 08101)17 NEG $17,375,0011 Senior NWANR 1. Do 3.2464 13.5 Michael McBryds �- _ 2017 _ _Meaeyfar Fsdnoret9a RRonSforkne Lh Mcurrioln Wow, Arkweas Sales end a Tax 03101142 0128114 NEG $2,70000 ,0 Sole NR 1.7 4.2664 MlchaN MaBryae_ Mayor Cd-trouSon Bands. Bodes 2014 Manager 870-2893604 ..........._...-._............._.......W-..�-.---..�-.t. Honarbvrt nala RaMcAdoo Ouncnna Gvuny, Rrkansae Saba end use lax 0518126 ➢9701)15 NEG .....�..�___.,- 39,880, Sole NR 2.00-2. N ZSM ..,�..�.. 12.5 Joon Hobdaw Ceunly Judpv Relundlnp end Improvamlml BOWS, S¢dua2015 Manager 87037-2270 . Honorable Amy Varner -Olney 6uephllo County; Kansas Balsa and Na Tin 0818113 , O6A2114 N G $8,825,000 Sole NR 1.00.3,80 -U-17-371-1-2- Jaron Haisclaw County Judge R-IWVWng Bands, Sodom 2014 Manager 870337.2210 �.-._n._......-... FWc-A.---... HonoreehRoeertMeAdoo .........- ,••,,,�, 44QiactuhCvunry,ArkamFes6plolraTax 06707)38 ➢8702/15 NEG -..._- ,680; ..-. Sde�� .� NR 1A5 -4:D0 3.7633 . 14.25 �.... Juon}ioYelew County Judge IRatunding Bonds, Series 2015 Manager 870-837-2210 Steve Miller Pine Bluff, Arkansas Solas and Use Tax Bonds, 10/01/46 07718) NEG $5,9 , 0 -Sole- ,,-_ "'---2 2.00-3.50 3.3447 13.7 Jack T.I. j Finance Director ISsnos 2016 Manager l 870-730.2014 Honorable Shirley Washington ;Pine Blulf. Rrkansa¢ Snivs slid Use lax Ralpndlnp 10/01/38 10/10117 NEG KODAK 8de NWAAJNR 2.01F3.75 3.4211 4.65 JecKTruemper Mayor Bonds, Sodas 2017 Manager 670-730-2036 L_ T1R/--R Honorably Shu[sy Wvatungldn Pine Bluff, Arkamran Sales and Use Tex Refunding 10101136 08719717 NEG $8,450,OD0 -Sole 2.D03.80 3.35 13.75 Jack TNemper Mayor Bonds, Series 2017 Manager 870-730-2Q00 Hw,olattl0 Jlrn Harness Searcy Covnry, A1kaneas Salm ono kiss Tax 03101742 01108177 NEG $2,250,006 Sola 2,500-4.125 4.1494 30 MieireN McBryde County Judge Bonde, Bodo%2p]7 Manager 670-4483554 'Senior NMA -iii Hondlawa pprrp ppr9use Spxfn6dolK, Arkntwas 8aWas Wf sa Tae Revpnur�*N,2wjpw 2.01}S,Op '3:$83. 8.3 , Mwin Faught f4nydr Relundlnp Bands, Ssrlea 2011 Managor X74750.6178 .............-.. r.. ---U-AoT,.. � ._._. W-.-, .._._.. _ . kienwatite F W CoHm, Jr. Taditpaer, Alkarnyy S4lex 06x1 Usw Tmt Bonds, 0219$146 00718117 NEO 57,600,000 Sola 1.759-7.6;:9 3 3.]291 SO.S Ksrin Fsugnt Mayor Sn¢ov 8017 ttnne(1er. 479-i6f•2700 }janor:dlEp Rarnara Lpwailen Trumann. W kcriaaa Setas sari use Tax Ralundlnp 10:07 tat t{W S115 NEG SA,120.DA0� SGe NR t3S•1.50 3.5F12 fvOchosl McBryde Mayer and Improvement Bonds, Sodas 2015 Manager J S704&S-5355 Van 661 on, Alkantran Sakur artd.UeB Tax Capital Holwlohla $oL.F3avman 7010183 O124110: NEG $1,6811,000 Sols NR 7,006.2,128 7,0751 12,71 Ka+lsllFauah!' Msynr linpiwmhanl Hands, Salsas 2014 Manger .. . 479474.1541 __ _ .. ^Honorable JarlxeJamar Fkextpna Mayor _ ijlimda. Arkom as Subs ora Uan T+1 Bond , Seap. apt; 72+0120 t171T113 NEG �g1,7R0,p00] $do Manager NR 1,003,85 3.BS7 20,1 Jrlpk TiaanlpOf 501.798_i537 Ij Yl lata Ndl Cherry rAeyw WAUran. Arkansrw Swks aM lka Tax R"Mit Bondi. Bell" 2078 i7J9ii j 1 F16: NM 75, 6nW MaDngov 1 6i5T.1t19 21606 KWr FaogM at -- Oen RaIY ne,.lr. Inindm Mayor _ Wel! Polk, Ark7,r,.aa Sak$and Usa Tait Bands, SsAga 2018 i7A1r+_6 1072&10 NEG 61,t8S,- bol* Yvpnagw �NR _ x,OpOTffl 3.7 j ;g KWnFmugl' • jl Honomblc Chanes pollas Woodruff cau nty, Arkeneas Seim and -Liao Tex 12/01/4301/18118 NEG $5,880,000 Sole 1.723.875 3.7462 � 18 Michael McBryae Ceunly Judga Hargis, Sprier 2016 Manager a7a•A47�2D6 Tata? Pat Arribunt $11,710,006 ,• _ _� Numborof T+amscpons 62 Nodhwo't Ark sneaa Experience *0206% Hunt's E'xparlph� Gly of Fayollexlllo Expodunco CITY OF WM IFAYETTEVILLE ARKANSAS City of Fayetteville, Arkansas Purchasing Division — Room 306 113 W. Mountain Fayetteville, AR 72701 Phone: 479.575.8220 TDD (Telecommunication Device for the Deaf): 479.521.1316 REQUEST FOR PROPOSAL: RFP 18-15, Bond Underwriter DEADLINE: Thursday, September 06, 2018 before 2:00:00 PM, local time RFP DELIVERY LOCATION: Room 306 — 113 W. Mountain, Fayetteville, AR 72701 PURCHASING AGENT: Les McGaugh, Imcgaugh@fayetteyille-ar.gov DATE OF ISSUE AND ADVERTISEMENT: Wednesday August 13, 2018 REQUEST FOR PROPOSAL RFP 18-15, Bond Underwriter No late proposals shall be accepted. RFP's shall be submitted in sealed envelopes labeled with the project number and name as well as the name and address of the firm. All proposals shall be submitted in accordance with the attached City of Fayetteville specifications and bid documents attached hereto. Each Proposer is required to fill in every blank and shall supply all information requested; failure to do so may be used as basis of rejection. Any bid, proposal, or statements of qualification will be rejected that violates or conflicts with state, local, or federal laws, ordinances, or policies. The undersigned hereby offers to furnish & deliver the articles or services as specified, at the prices & terms stated herein, and in strict accordance with the specifications and general conditions of submitting, all of which are made a part of this offer. This offer is not subject to withdrawal unless upon mutual written agreement by the Proposer/Bidder and City Purchasing Agent. Name of Firm: Stephens Inc. Contact Person: Dennis Hunt E -Mail: dhunt@stephens.com Business Address: 111 Center Street City: Little Rock Signature City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 1 of 21 Title: Executive Vice President Phone: 501-377-2041 State: Arkansas Zip: 72201 Date: 09/06/2018 City of Fayetteville RFP 18-15, Bond Underwriter SECTION B: Vendor References The following information is required from all firms so all statements of qualification may be reviewed and properly evaluated: COMPANY NAME: Stephens Inc. NUMBER OF YEARS IN BUSINESS: 85 TOTAL NUMBER OF CURRENT EMPLOYEES: 787 HOW LONG IN PRESENT LOCATION: FULLTIME 101 1990 PARTTIME NUMBER OF EMPLOYEES PLANNED FOR THIS CONTRACT: 3 FULLTIME PARTTIME PLEASE LIST FOUR (4) REFERENCES THAT YOU HAVE PREVIOUSLY PERFORMED CONTRACT SERVICES FOR WITHIN THE PAST FIVE (5) YEARS (All fields must be completed); 1. City of Springdale 2. City of Bentonville COMPANY NAME COMPANY NAME Springdale, Arkansas 72764 Bentonville, Arkansas 72712 CITY, STATE, ZIP CITY, STATE, ZIP Mayor Doug Sprouse Mayor Bob McCaslin CONTACT PERSON CONTACT PERSON 479-750-8114 479-271-5966 TELEPHONE 479-750-8559 FAX NUMBER dsprouse@springdaleark.org E-MAIL ADDRESS 3. City of Van Buren COMPANY NAME Van Buren, Arkansas 72956 CITY, STATE, ZIP Mayor Bob Freeman CONTACT PERSON 479-474-1541 TELEPHONE 479-471-5010 FAX NUMBER bfreeman(a)_vanburencitv.orct E-MAIL ADDRESS City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 14 of 21 TELEPHONE 479-271-3105 FAX NUMBER bmccaslin@bentonvillear.com E-MAIL ADDRESS 4. City of Rogers COMPANY NAME Rogers, Arkansas 72756 CITY, STATE, ZIP Mayor Greg Hines CONTACT PERSON 479-621-1117 TELEPHONE 479-631-2767 FAX NUMBER ghines@rogersar.gov E-MAIL ADDRESS City of Fayetteville RFP 18-15, Bond Underwriter SECTION D: Signature Submittal — Required with all responses Proposers shall include this form completed in its entirety with RFP response. This form sh_ail_ not count towards page limitations set forth in the RFP. 1. DISCLOSURE INFORMATION Proposer shall disclose any possible conflict of interest with the City of Fayetteville, including, but not limited to, any relationship with any City of Fayetteville employee. Proposer response must disclose if a known relationship exists between any principal or employee of your firm and any City of Fayetteville employee or elected City of Fayetteville official. If, to your knowledge, no relationship exists, this should also be stated in your response. Failure to disclose such a relationship may result in cancellation of a purchase and/or contract as a result of your response. This form must be completed and returned in order for your bid/proposal to be eligible for consideration, PLEASE CHECK ONE OF THE FOLLOWING TWO OPTIONS, AS IT APPROPRIATELY APPLIES TO YOUR FIRM: X .1) NO KNOWN RELATIONSHIP EXISTS 2) RELATIONSHIP EXISTS (Please explain): I certify that; as an officer of this organization, or per the attached letter of authorization, am duly authorized to certify the information provided herein are accurate and true; and my organization shall comply with all State and Federal Equal Opportunity and Non -Discrimination requirements and conditions of employment. 2. PRIMARY CONTACT INFORMATION At the discretion of the City, one or more firms may be asked for more detailed information before final ranking of the firms, which may also include oral interviews. NOTE: Each Proposer shall submit to the City a primary contact name, e-mail address, and phone number (preferably a cell phone number) where the City selection committee can call for clarification or interview via telephone. Corporate Name of Firm: Stephens Inc. Primary Contact: Dennis Hunt Phone#1 (cell preferred): 501-377-2041 E -Mail Address: dhunt@stephens.com Title of Primary Contact: Executive vice President Phone#2: 3. ACKNOWLEDGEMENT OF ADDENDA Acknowledge receipt of addenda for this invitation to bid, request for proposal, or request for qualification by signing and dating below. All addendums are hereby made a part of the bid or RFP documents to the same extent as though it were originally included therein. Proposers/Bidders should indicate their receipt of same in the appropriate blank listed herein. Failure to do so may subject vendor to disqualification. City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 20 of 21 ADDENDUM NO. I SIGNATURE AND PRINTED NAME DATE ACKNOWLEDGED i i 4. PRICING: Pricing shall be attached as a separate form. Reference RFP for details on what all pricing shall include. 5. DEBARMENT CERTIFICATION: As an interested party on this project, you are required to provide debarment/suspension certification indicating in compliance with the below Federal Executive Order. Certification can be done by completing and signing this form. Federal Executive Order (E.O.) 12549 "Debarment and Suspension" requires that all contractors receiving individual awards, using federal funds, and all sub-recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government. Signature certifies that neither you nor your principal is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Questions regarding this form should be directed to the City of Fayetteville Purchasing Division. NAME OF COMPANY: Stephens Inc. PHYSICAL ADDRESS: 111 Center Street, Little Rock, AR 72201 MAILING ADDRESS: Same as above PRINTED NAME: Dennis Hunt PHONE: 501-377-2041 FAX: 501-377-3789 E-MAIL: dhunt@stephens.com SIGNATURE: TITLE: Executive Vice President DATE: 09/06/2018 DUNS#: 001950898 TAX ID: 71-0641478 City of Fayetteville, AR RFP 18-15, Bond Underwriter Page 21 of 21 RFP 18-15, Appendix C -' DATE IMMIDD/YYYY) ���►�® CERTIFICATE OF LIABILITY INSURANCE 6/29/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Tracie Tucker Stephens Insurance, LLC oHONN .Ext • (800) 852-5053 a/c N0 (501)377-2470 PO Box 3507ss: E•'.:AIL tracie.tucker@stephens.com ADC): E INSURER(S) AFFORDING COVERAGE NAIC 9 Little Rock AR 72203-3507 INSURERA:Zurich American Insurance Com an INSURED INSURER B: American Guarantee and Liability Insura 26247 Stephens Investments Holdings, LLC and Stephens Inc. INSURER C: 111 Center Street, Suite 2300 INSURER D: INSURER E Little Rock AR 72201 INSURER F: CnVFRAC;FS CERTIFICATE NUMBER:18/19 Stephens Inc. REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYV POLICY EXP MMIDDIYYYV LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE X OCCUR oAMAI� OR $ 1,000,000 PREMISES Ea occurrence) MED EXP (Any one person) S 10,000 PRA399472312 6/30/2018 6/30/2019 PERSONAL &ADV INJURY S 1,000,000 GEN'LAGGREGATELIMITAPPLIESPER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO LOC JF.CT PRODUCTS - COMP/OPAGG $ 2,000,000 1 $ OTHER. 1 A AUTOMOBILE LIABILITY PRA399472312 6/30/2018 6/30/2019 CO 61 NLD SINGLE LIMIT $ 1,000,000 Ea acc�dvnt BODILY INJURY (Per person) $ X ANYAUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS nHIREDAUTOS PRO�'ERTY DAMAGE $ Por accident NON -OWNED AUTOS X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10, 000,000 B EXCESS LIAB CLAIMS -MADE DED I I RETENT)ON S $ AUC913864312 6/30/2018 6/30/2019 WORKERS COMPENSATION Y AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE PER OTH- STATUTE ER EL EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) NIA WC399474612 6/30/2018 6/30/2019 EL DISEASE- EA EMPLOYEE $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Property -Special Form Incl ERP654135009 6/30/2018 6/30/2019 Blanket Limit 150,000,000 FL & EQ Replacement Cost DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) C:FRTIFIr:ATF Hrll np:p CANCELLATION DHunt@stephens.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fayetteville THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 113 W. Mountain Street ACCORDANCE WITH THE POLICY PROVISIONS. Fayetteville, AR 72701 AUTHORIZED REPRESENTATIVE V TySt$-ZUT4 AI.UKU t..VKYVKAI IUN. All rlgnis reserveo. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401)