Commonwealth of Pennsylvania s16

Commonwealth of Pennsylvania

Trustee RFQ

______, 2016Page 4

Commonwealth of Pennsylvania




Request for Proposals for


The Commonwealth of Pennsylvania (Commonwealth) on behalf of the Department of General Services (Department) and the Office of the Budget (Office) is seeking responses from investment banking firms interested in serving as Trustee (to be referred to in documents as Escrow Agent) for the following proposed transaction:

The Commonwealth is seeking to issue the Series of 2016 Certificates of Participation (2016 COPs) which will be issued to refund the Redevelopment Authority of the City of Harrisburg’s Guaranteed Revenue Bonds, Series B of 1998 which have a redemption requirement of approximately $42 million.

The 2016 COPs will be issued pursuant to leases between the Harristown Development Corporation (HDC), as lessor, and the Commonwealth, acting through the Department, as lessee. It is anticipated that the 2016 COPs will be sold and delivered in the second half of calendar 2016.

The Trustee will be responsible for the standard activities necessary for administering trustee services on a bond transaction, as well as, at the direction of the Department, executing and delivering the Certificates, each evidencing a specified interest of the Registered Owners in the Assigned Basic Lease Payments.

The Commonwealth is issuing this RFP to allow for open competition in the Secretary of the Budget’s selection of a financial advising and consulting firm to assist in providing (1) general and debt management advisory services; (2) special research, analysis and consulting services; (3) services related to general obligation debt transactions; and (4) structures products services. The Commonwealth intends to enter into a financial advising and consulting agreement with the selected firm.

It is the Commonwealth’s intent to solicit proposals for this transaction only from firms which meet one of the following criteria:

  1. A bank or trust company organized and doing business under the laws of the Commonwealth of Pennsylvania or the United States of America with trust power, in good standing, and having a reported capital, surplus, and undivided profits of not less than $100,000,000; or,
  1. A subsidiary trust company under the provisions of Section 6.1-32.7(a) of the Trust Subsidiary Act, or any successor provision of law, and whose capital, surplus, and undivided profits, together with that of its parent bank or bank holding company, as the case may be, is not less than $100,000,000.

Request for Qualifications Response Requirements

Offerors must submit their submissions in the format, including heading descriptions, outlined below. To be considered, the submission must respond to all requirements in this part of the RFQ. All cost data relating to this proposal and all Small Diverse Business cost data should be kept separate from and not included in the Technical Submittal. Each Proposal shall consist of the following two (2) separately sealed submittals:

A.  Technical Submittal, which shall be a response to parts A – D below; and

B.  Cost Submittal, in response to Part E below

The Issuing Office has established the following weights for scoring this RFP:

Ø  Technical Submittal – 80%

Ø  Cost Submittal – 20%

Responses should be prepared simply and economically. Responses should be 8 ½ x 11, bound in a single volume and no more than 4 pages in length, excluding appendices, if any. Five (5) copies of the response shall be delivered to the Commonwealth no later than 4:00 PM EDT, August 5, 2016 at the following address:

Ms. Jordan M. Wagner

Law Clerk

Department of General Services

Office of Chief Counsel

401 North Street

North Office Building, Room 603

Harrisburg, Pennsylvania 17120

An electronic version of the response in Adobe PDF format shall be emailed to Ms. Wagner at no later than 4:00 PM EDT, August 5, 2016.

Questions regarding the proposed refunding should be directed to Ms. Wagner via email at .

Submissions made through this RFP process may be subject to Commonwealth’s Right to

Know law.

The Commonwealth has not set a date by which it will select the trustee. The Commonwealth reserves the right to reject any or all responses with or without interviews, to negotiate with multiple respondents, to appoint several parties, or to re-solicit additional firms. The Commonwealth will not be responsible for any costs incurred by responders to this RFP.

Response Contents

Responses should follow the following format:

A. Cover Letter

Responses should include a cover letter of no more than one page indicating the name, title, location, telephone, fax number and email address of the party responsible for negotiating on behalf of your firm.

B. Firm Qualifications

  1. Name of Trustee Bank presenting the response.
  1. Name and title of individual(s) preparing and responsible for this response. This person may be different from the individual signing the transmittal page.
  1. Mailing and physical delivery addresses.
  1. Telephone and facsimile numbers of Trustee Bank.
  1. Email address.
  1. Briefly describe the Trustee Bank's experience in serving in this capacity for tax-exempt municipal bond issues in the Commonwealth of Pennsylvania and nationwide. Provide a list of no more than five such financings for which your firm serves as Trustee.
  1. State whether the Trustee Bank is a bank or trust company or subsidiary trust company under the provisions of Section 6.1-32.7(a) of the Trust Subsidiary Act, or any successor provision of law.
  1. Please provide the total amount of your reported capital, surplus, and undivided profits as of the most recently available reporting period.
  1. Please provide three (3) references, including name, title, address, telephone number and email address.

C. Legal Issues and Firm Description

1.  Please disclose and explain any significant negative events involving your firm in the last five (5) years including criminal charges, civil litigation, or administrative actions involving allegations of securities law violations by your firm or its employees.

2.  State whether there any other lines of business conducted by your firm that could conflict with your service as Trustee to the Commonwealth on this transaction. Please disclose any arrangements that might present an actual or apparent conflict of interest with the role of Trustee.

3.  Describe your firm’s equal employment opportunity policies and programs.

D. Assigned Professionals

State the name, work address, qualifications and relevant experience for all individuals who will be assigned to this engagement. Describe the role and responsibility for each individual; identify the individual charged with the day-to- day responsibility for this engagement.

E. Cost Submittal (Appendix A)

Provide a suggested fee structure for services rendered. Do not set forth the actual monetary figures, but rather how payments would be structured (hourly rate, flat fee, percentage of amount borrowed, etc.) and the rationale behind such a structure.

This submittal (Appendix A) should be submitted in a sealed envelope, separate

from the technical submittal.

Selection Criteria and Process

The Commonwealth anticipates selecting Trustee for the financing on the basis of responses to the above questions. The Commonwealth will take final action on the selection based upon the recommendation of the staff and a review of the materials submitted.