REQUEST FOR PROPOSALS TO PROVIDE BOND TRUSTEE, …

William F. Dwyer STATE TREASURER

THE STATE OF NEW HAMPSHIRE

STATE TREASURY 25 CAPITOL STREET, ROOM 121

CONCORD, NH 03301 (603) 271-2621

FAX (603) 271-3922 EMAIL: [email protected]

TDD Access: Relay NH 1-800-735-2964

REQUEST FOR PROPOSALS

TO PROVIDE BOND TRUSTEE, PAYING AGENT, AND

ARBITRAGE REBATE COMPLIANCE SERVICES

TO THE

STATE OF NEW HAMPSHIRE

OFFICE OF THE NEW HAMPSHIRE STATE TREASURER

Issued: Friday, July 7, 2017

Submission Deadline: Friday, July 21, 2017 by 4:00 p.m.

Request for Proposals – Trustee, Paying Agent, and Arbitrage Rebate Compliance Services

To the State of New Hampshire

Page 1

1-1 PURPOSE

The State Treasurer’s Office of the State of New Hampshire (“Treasury” or the “State Treasurer’s Office”) in

collaboration with its financial advisor, Public Resources Advisory Group (“PRAG”) seeks a vendor (“Firm”) to

provide all necessary bond trustee, paying agent, and arbitrage rebate compliance services for New Hampshire

General Obligation, Turnpike System, and Federal Highway Grant Anticipation (“GARVEE”) bond issues.

Outstanding issues are listed in attached Appendix A.

Firms shall submit their proposals by email to [email protected] and [email protected]. It is

the sole responsibility of the Firms responding to the Request for Proposals (“RFP”) to ensure that their responses

arrive by the submission deadline. Any cost associated with developing or delivery of this proposal is entirely the

responsibility of the Firms submitting a proposal. Proposals shall be signed by the representative of the Firm who is

identified as being authorized to bind the Firm to all statements, including services and prices, contained in the

proposal.

THE STATE TREASURER’S OFFICE AND PRAG MUST RECEIVE ALL RFP RESPONSES BY

Friday, July 21, 2017 AT 4:00PM

Ms. Rachel Miller Ms. Monika Conley

Chief Deputy Treasurer Senior Managing Director

State of New Hampshire Public Resources Advisory Group

State Annex House, Room 121 39 Broadway, Suite 1210

Concord, NH 03301 New York, NY 10006

Tel: (603) 271-2073 Tel: (212) 566-7800

E-mail: [email protected] E-mail: [email protected]

Questions related to this RFP should be directed to Monika Conley of PRAG at the phone number or e-mail

address above by Friday, July 14, 2017 at 4:00PM. The Treasury shall distribute all inquiries and responses to all

Firms by close of business on Monday, July 17, 2017. No communication with any state employee is allowed to

take place regarding this RFP during the RFP process. An exception will apply only to individuals of a Firm or

Firms that currently provide these services to the State, however such communications are limited solely to

matters relating to an existing contract.

The Treasury expects to select the winning Firm(s) by August 3, 2017, with contract negotiation and execution to

be completed no later than August 30, 2017.

Estimated Timetable:

Issue RFP 7/7/2017

Questions due from Firms 7/14/2017

Answers due back to Firms 7/17/2017

RFP responses due no later than 4:00 pm 7/21/2017

RFP Selection Committee selects Firm 8/03/2017

Governor & Council submission 8/30/2017

Governor & Council approval 9/13/2017

Services Begin 11/01/2017

The Treasury is a public agency and its records, including responses to this RFP, will be deemed a public record and

subject to public disclosure under the State’s Right-to-Know laws, pursuant to New Hampshire Statute RSA 91-A,

after the successful firm is selected. Information in the proposals considered by the Firm to be confidential and

proprietary should be clearly identified and easily separable. Any public disclosure restrictions should be clearly

explained.

mailto:[email protected]




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A Firm may withdraw its proposal by notifying the State Treasurer’s Office in writing at any time prior to the

deadline for proposal submittal. After the deadline, proposals once opened, become a public record of the State

Treasurer’s Office and will not be returned to the Firm.

If a Firm is selected to give an oral presentation, such Firm shall provide additional copies of its proposal as may be

requested. Oral presentations are an option of the State Treasurer and may or may not be conducted. If conducted,

oral presentations will be held in Concord, New Hampshire. Any associated expense incurred is entirely the

responsibility of the Firm being selected for oral presentation.

1-2 EVALUATION METHOD AND CRITERIA

All proposals received will be independently reviewed and ranked by members of the Treasury Selection Committee

(“Committee”). Based on the aggregation of such ranking, the Committee will recommend the proposal which meets

all of the requirements of this RFP and most closely meets the requirements of the State based on the following criteria

and weightings:

Pricing, pursuant to Section 3-1, sub-section F (40%)

Personnel expertise/qualifications, industry reputation of the Firm, and experience in stated criteria (30%)

Understanding the Scope of Services and the ability to meet set standards (15%)

References (15%)

Although pricing is a pertinent factor, qualifications and similar experience are deemed highly important. The State

Treasurer’s Office shall be the sole judge of its own best interests, the proposals, and the resulting negotiated

contract. The decision of the State Treasurer’s Office will be final.

1-3 CONTRACT AWARD

Effective November 1, 2017, the State Treasurer’s Office expects to enter into a contract with the Firm that submits

the proposal judged by the Committee to be in the best interests of the State. The State Treasurer’s Office anticipates

awarding one contract but reserves the right to award more than one contract.

This RFP does not constitute an offer or a contract with the State Treasurer’s Office. A contract shall not be deemed

to exist until proposals are reviewed, the best proposal has been identified, negotiations with the vendor have been

authorized, and a contract has been executed by parties and approved by the Governor and Executive Council.

In the event the parties are unable to negotiate terms acceptable to the State Treasurer’s Office, the State Treasurer’s

Office may choose to accept the next highest-rated proposal determined by the Committee to be in the best interests

of the State, or it may re-solicit proposals.

The State Treasurer’s Office reserves the right to reject all RFP responses, to waive non-material, technical

variances or infirmities in the RFP responses, to abandon the project, or to solicit and re-advertise for other

proposals.

1-4 CERTIFICATIONS AND ADDITIONAL INFORMATION REQUIRED

As a condition of contract award, a vendor must furnish or agree to complete and/or execute the documents listed

below. Firms responding to this RFP are expected to have already met the requirements outlined in the documents,

be in the process of fulfilling them at the time of response, or prepared to meet them upon selection. AS PART OF

YOUR RESPONSE TO THIS RFP PLEASE INDICATE YOUR WILLINGNESS TO FURNISH ALL OF THE

FOLLOWING DOCUMENTS.



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1. State of New Hampshire Vendor Application and W-9 Form

The selected Vendor must have a completed Vendor Application and a W-9 Form must be on file with the

NH Bureau of Purchase and Property. Please visit the following website for information on obtaining and

filing the required forms (no fee): http://das.nh.gov/purchasing

2. Certificate of Good Standing / New Hampshire Secretary of State Registration

Prior to award of a contract, a Firm must be duly registered as authorized to conduct business in the State

of New Hampshire and must furnish a Certificate of Good Standing dated after January 1, 2017, from the

Office of the Secretary of State of New Hampshire. Businesses are classified as ‘Domestic’ (in-state) or

‘Foreign’ (out-of-state). Please visit the following website to obtain more information about the

requirements and filing fees: http://sos.nh.gov/Corp_Div.aspx

3. Certificate of Authority / Signature Authority

Typically in the form of a corporate resolution designating the officer(s) of the Firm possessing the authority

to bind the Firm to the terms presented in the proposal and enter into a contract with the State of New

Hampshire.

4. Standard Contract Terms and Conditions – State of NH Form P-37

By submitting a proposal, the Firm agrees to the State of New Hampshire’s terms and conditions listed

under the heading “GENERAL PROVISIONS” in the PDF version of Form P-37 attached as Appendix C.

The selected vendor will be required to execute Form P-37 in order to enter into a contract with the State,

as well as provide the supporting documentation described in Form P-37, including the following Exhibits

to the P-37: A. Scope of Services; B. Contract Price/Compensation, and; C. Special Provisions.

2-1 SCOPE OF SERVICES

1. TRUSTEE FOR THE NEW HAMPSHIRE TURNPIKE SYSTEM REVENUE AND STATE OF

NEW HAMPSHIRE GARVEE BONDS. SEE APPENDIX A.

Duties and responsibilities:

To establish and maintain various funds established under the Turnpike System’s General Bond

Resolution, including but not limited to:

o Turnpike System Revenue Bond Debt Service Account (including an interest and

principal subaccount)

o Turnpike System Revenue Bond Rebate Account

o Turnpike System Revenue Bond Debt Service Reserve Account

o Turnpike System Special Redemption Service Reserve Account

To establish and maintain various funds established under the Trust Agreement dated October 10,

2010

In the event that the Treasury chooses to defease any or all of the bonds, to establish an account to

hold government securities for the purpose of paying principal of an interest on the defeased Bonds

and to meet any reporting requirements.

To maintain adequate and auditable records of the bonds issued that will allow principal and interest

http://das.nh.gov/purchasing

http://sos.nh.gov/Corp_Div.aspx



Page 4

payments to be properly tracked and monitored by the state.

To provide at the direction of the Treasury any and all reports needed to monitor compliance with

federal arbitrage rebate reporting requirements.

To provide to the Treasury once per year an invoice for all services performed under this contract.

Attached as Appendix A please find a listing of all currently outstanding New Hampshire Turnpike System

and GARVEE revenue bonds for which trustee services are requested.

Please find a copy of the General Bond Resolution (and other New Hampshire Turnpike System related

documents) as well as the GAREE Trust Agreement (and other New Hampshire GARVEE related

documents) for further reference on our website at:

http://www.nh.gov/treasury/forms-publications/index.htm

In accordance with the Turnpike System’s General Bond Resolution, the trustee shall be a bank or trust

company organized and doing business under the laws of the United States of America or of any state or

territory or of the District of Columbia, be authorized under such laws to exercise corporate trust powers

and be subject to supervision or examination by federal, state, territorial or District of Columbia authority.

The trustee shall have a combined capital and surplus of not less than One Hundred Million Dollars

($100,000,000). So long as it acts as bond registrar on any series of bonds, the Trustee shall be registered

as a transfer agent with the Securities and Exchange Commission.

2. PAYING AGENT FOR NEW HAMPSHIRE GENERAL OBLIGATION, TURNPIKE SYSTEM

REVENUE AND STATE OF NEW HAMPSHIRE GARVEE BONDS. SEE APPENDIX A.

Duties and responsibilities:

To receive from the State and allocate to the appropriate accounts any periodic payments of

principal and interest.

To confirm the principal and interest amounts which are due. The bonds are issued in book-entry

form and registered in the name of Cede & Co. as the representative of DTC. The paying agent

will pay principal and interest by wire transfer on the due date. The paying agent will pay to the

DTC sufficient funds to pay principal of and interest on the outstanding bonds when due.

To submit to the Treasury a monthly statement which shows the transactions in all accounts

including interest earned.

In the event that the Treasury chooses to defease any or all of the bonds, to establish an account to

hold cash and/or government securities for the purpose of paying principal of and interest on the

defeased bonds and to meet any reporting requirements.

To maintain adequate and auditable records of the bonds issued that will allow principal and interest

payments to be properly tracked and monitored by the State.

To provide to the Treasury either monthly or annually an invoice for all services performed under

this contract.

http://www.nh.gov/treasury/forms-publications/index.htm



Page 5

Attached as Appendix A please find a listing of all currently outstanding New Hampshire bonds for which

paying agent services are requested.

3. ARBITRAGE REBATE COMPLIANCE SERVICES FOR TURNPIKE SYSTEM REVENUE

AND STATE OF NEW HAMPSHIRE GARVEE BONDS). SEE APPENDIX A.

Duties and Responsibilities:

To verify that the issue is subject to the Rebate Requirement.

To calculate the bond yield.

To identify, and separately account for, all “Gross Proceeds” (as that term is defined in the Rebate

Requirement) of the bond issue, including those requiring allocation analyses due to “transferred

proceeds” and “commingled funds”.

To calculate the issue’s excess investment earnings on non-purpose investments (cumulative rebate

liability).

To calculate the issue’s yield restriction liability and/or acquired purpose investment earnings

analysis.

To deliver appropriate documentation required to support calculations.

To provide an executive summary identifying the methodology employed, major assumptions,

conclusions, and any recommendations for changes in the State Treasurer’s Office recordkeeping.

To assist the State Treasurer’s Office staff as necessary in the event of an IRS inquiry.

To consult with the State Treasurer’s Office staff as necessary regarding arbitrage-related matters.

To provide assistance and consultation as necessary to retain records and documentation for at least

six years after the issue’s final maturity.

2-2 WORK PRODUCTS REQUIRED

Provide in detail any information and/or services from the State Treasurer’s Office that the Firm will require in

order to perform this work.

2-3 DURATION OF ENGAGEMENT

Ten-year term.

2-4 TERMINATION OF AGREEMENT

The obligation to continue services under the contract resulting from this RFP may be terminated for cause by either

party upon thirty (30) days written notice of substantial failure by the other party to perform in accordance with the

terms hereof through no fault of the terminated party. The State Treasurer’s Office shall have the right to terminate

this contract or suspend performance thereof without cause for the State Treasurer’s Office convenience upon



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fourteen (14) days written notice to the Firm, and the Firm shall terminate or suspend performance of services on a

schedule acceptable to State Treasurer’s Office or at the end of this fourteen (14) day period, at the option of the

State Treasurer’s Office. In the event of termination or suspension for State Treasurer’s Office convenience, the

State Treasurer’s Office shall pay the Firm for all services performed through the date of notice of termination or

suspension.

3-1 PROPOSAL FORMAT

Firms must submit one (1) original and three (3) copies of each proposal to:

Ms. Rachel Miller

Chief Deputy Treasurer

State of New Hampshire

State Annex House, Room 121

Concord, NH 03301

Tel: (603) 271-2073

In addition, an electronic version in a PDF format must be sent via e-mail to:

[email protected] and [email protected]

Firms shall prepare their response using the following format. Responses shall be limited to fifteen (15) pages plus

appendices on 8-1/2” x 11” paper using at least 12 point type. Faxed proposals will not be accepted. It is the sole

responsibility of the Firms responding to the RFP to ensure that their responses arrive at the designated location by the

due date and time. Any cost associated with the development or delivery of this proposal is entirely the responsibility

of the Firm submitting the proposal.

Proposals shall be organized in the order in which the requirements are presented in the Scope of Services section

above. All pages of the proposal shall be numbered and the requirement repeated in the response. Where additional

space is required, a clearly identified appendix may be used to submit relevant information.

Proposals shall be signed by the representative of the Firm who is authorized to bind the Firm to all statements,

including services and prices, contained in the proposal. All information requested should be submitted in a single

package. Failure to submit all information requested may result in the State requiring prompt submission of missing

information and/or lowering the evaluation of the proposal. Proposals which are substantially incomplete or lack key

information may be rejected by the State, at its sole discretion.

Narratives in the proposal should be prepared in clear language and provide a straightforward, concise description of

capabilities to satisfy the requirements of the RFP. Responses to the Information Requirements below will demonstrate

the Firm’s ability to provide the services required by the State. In the event that the Firm has no previous experience

with, or is unable to satisfy one or more of, the following requirements, that fact should be clearly stated.

Provide a brief transmittal letter prepared on the Firm's letterhead to accompany the original and required copies of

the proposal. The transmittal letter shall include a statement that the Firm has read and understands all of provisions

of this RFP and agrees to comply with these provisions. The letter should also indicate that, if selected, the firm will

execute a contract materially the same as provided in Appendix C (Form Number P-37, version 5/15) to this RFP.

The letter shall be signed by a representative of the Firm who is authorized to bind the Firm to all statements,

including services and prices, contained in the proposal. The full name, e-mail address, mailing address, telephone

number and facsimile number of the primary contact person for the Firm, if other than the signatory, should also be

included in the letter.





Page 7

The response must declare that that proposal is made without collusion with any other person or entity submitting

a proposal pursuant to this RFP and should include but not be limited to the following:

A. Request for Proposal – Provide in letter format a statement of the Firm’s understanding of the work

required and detail the approach, activities and all required information.

B. Qualifications and experience of the Firm(s)/individual(s) who will provide the services. The

submission should include:

1. A designation of the individual(s) who will be responsible for performing the work and communicating

with the State Treasurer’s Office staff. Provide a brief description of their experience, office location,

and accessibility including curriculum vitae, relevant college, graduate or professional courses and

experience in similar work.

2. Details on the qualifications of the Firm, including the Firm’s experience in providing arbitrage rebate

compliance services. Include at least two examples of work performed at the branch office which will

have primary responsibility for this engagement. These examples should reflect currently applicable

laws, rules, and regulations.

3. Provide the names and contact person(s), including the address and telephone numbers for at least three

state or municipal agencies for which the Firm has provided similar arbitrage rebate compliance

services.

C. Scope of Work

Provide a brief explanation of circumstances requiring methodological discretion and the Firm’s recommended

approach to addressing such circumstances. Examples might include allocation of commingled funds, identifying

and advising on optional elections available to the State Treasurer’s Office, and utilizing market vs. present value

approach for identifying fund balances.

Describe in detail the efforts the Firm will undertake to satisfy the requirements of the Scope of Work section.

Indicate if any additional tasks are necessary and/or advisable.

Describe the legal expertise available within or to the Firm, particularly with regard to the provisions of Section

148(f) of the Internal Revenue Code and Regulations promulgated thereunder. Describe the assurance the Firm can

provide the State Treasurer’s Office that work performed is consistent with federal tax and other applicable laws.

Explain whether the necessary legal advice will be provided within the Firm or by a subcontractor. Describe any

legal opinions that may be required to satisfy each arbitrage calculation.

NOTE: If the requisite legal expertise is available within the Firm, describe the Firm’s expertise with the relevant

provisions of the Internal Revenue Code and applicable rules and regulations. If the legal advice is to be

provided from outside the Firm, identify the source of this expertise and explain the source’s knowledge

of the relevant Code and Regulation sections. Explain in the Fee Schedule: item (E), any mark-ups the

Firm will add to the cost of outside legal advice. Provide an estimate of the scope and cost of legal advice,

including estimated hours and fee rates.

Describe the Firm’s availability with respect to future and/or additional rebate compliance services, i.e., new bond

issues subject to the rebate requirement schedules.

D. Reporting



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Provide an example of reports, statements, certificates, or other documents which will be utilized by the Firm. The

examples shall include an overview of the reporting which will be provided by the Firm while delivering Trustee,

Paying Agent, and Arbitrage Rebate Services to the State.

E. Miscellaneous

Provide a statement of the Firm’s financial stability, including information as to current or prior bankruptcy

proceedings. Provide a summary of any litigation filed against the Firm in the past three years which is related to

the services that the Firm provides in the regular course of business. The summary shall state the nature of the

litigation, a brief description of the case, the outcome or projected outcome, and the monetary amount involved.

Provide a statement of how the Firm would provide continuity of business in the event of the planned or unplanned

absences of key staff members conducting Trustee, Paying Agent, and Arbitrage Rebate Services.

F. Fee Schedule

It is important that the fee structure and amounts being proposed are clearly presented using the Pricing Schedule

attached as Appendix B. Special or unique circumstances which may trigger a fee not normally charged should

also be clearly identified and described in the appropriate portion of the schedule under Part D. Fees applicable to

individuals, groups of individuals at similar professional levels (please specify by title), and blended “engagement

team” rates, if any, should be clearly described. Any minimum fees or ceiling caps on fees should be disclosed and

any expected increases or changes in the proposed fee structure or amounts throughout the engagement should also

be described. As it pertains to arbitrage rebate compliance services, please provide estimates of costs for both

annual calculations and five-year reporting

Proposed fees and fee structures are presented in the Pricing Schedule as follows:

A. Annual Fees per Series of Bonds Issued or Outstanding – the annual amount of such fees or range of fees

applicable to both outstanding and new individual debt issues (including fees for one and five year

arbitrage rebate compliance reporting), if any, and a description of any unique circumstances under which

such a billing arrangement would not be applicable to a debt issue.

B. Specific (per transaction) Charges – the annual amount of fees that are assessed on a transactional basis

(frequency) rather than a per-issue basis.

C. Hourly Services – the type of services and amount of such fees, if any, which may be appropriate for an

hourly fee billing and any special circumstances or services applicable to hourly fees.

D. Other Fees or Billed Expenses – any other unique or special services and the related fee, if any, applicable

to such services. Provide cost estimate for assistance to the State Treasurer’s Office as necessary in the

event of an IRS inquiry. Identify follow-up consultation and services available after completion of the

arbitrage calculation, and the costs thereof.

E. Trustee’s Counsel Costs – indicate whether incremental fees will be billed to the Treasury for either in-

house or outside counsel.

F. Anticipated Total Fee Cap – based on the engagement fee, number of outstanding debt issues, historically

one new annual debt issue per year, hourly services, and other fees/billed services; provide the anticipated

total fee cap.



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4-1 OTHER RFP RESPONSE TERMS & CONDITIONS

Ethics in Public Contracting - By submitting their proposals, Firms certify that their proposals are made without

collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Firm,

supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any

public employee having official responsibility for this procurement transaction any payment, loan, subscription,

advance, deposit of money, services or anything of more than nominal value, present or promised unless consideration

of substantially equal or greater value was exchanged.

Debarment Status - By submitting their proposals, Firms certify that they are not currently debarred from submitting

proposals on contracts by any agency of the State, nor are they an agent of any person or entity that is currently debarred

from submitting proposals on contracts by any agency of the State.

Mandatory Use of State Form, Terms and Conditions - Modification of or additions to any portion of the RFP may

be cause for rejection of the proposal; however, the State reserves the right to decide, on a case by case basis, in its sole

discretion, whether to reject such a proposal as nonresponsive. As a precondition to its acceptance, the State may, in its

sole discretion, request that the Firm withdraw or modify nonresponsive portions of a proposal which do not affect

quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective

unless reduced to writing and signed by the parties.

Qualification of Firms - The State may make such reasonable investigations as deemed proper and necessary to

determine the ability of the Firm to perform the work/furnish the item(s), and the Firm shall furnish to the State all such

information and data for this purpose as may be requested. The State reserves the right to inspect the Firm's physical

facilities prior to award to satisfy questions regarding the Firm's capabilities. The State further reserves the right to

reject any proposal if the evidence submitted by, or investigations of, such Firm fails to satisfy the State that such Firm

is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s)

contemplated therein.

Assignment of Contract - A contract shall not be assignable by the Firm in whole or in part without the written consent

of the State.

Default - In case of failure to deliver goods or services in accordance with the contract terms and conditions, the State,

after due oral or written notice, may procure them from other sources and hold the Firm responsible for any resulting

additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the State

may have.

Proposal Acceptance Period - This proposal shall be binding upon the Firm for one hundred twenty (120) calendar

days following the due date for the submission of proposals. If the proposal is not withdrawn at that time, it remains in

effect until an award is made or the solicitation is canceled. Any proposal on which the Firm shortens the acceptance

period may be rejected.

Right to Reject Proposals and Waive Informalities - The State reserves the right to reject any or all proposals for any

reason. The State also reserves the right to waive any informality. Incomplete proposals or proposals received after the

due date may be the basis for rejection.

Personnel Changes: Unless changes in key personnel are made by the Firm at the request of the State, the State

reserves the right to terminate the engagement upon changes in key personnel which may result from, among other

things, merger of the Firm with another or reductions in force by the Firm.

Disclosure - Firms must disclose to the State any relationship(s) which may be a conflict of interest for the Firm serving

as financial advisor to the State.



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No Self-Dealing - Any Firm selected to act as debt financial advisor with respect to a particular debt sale by the State

will be prohibited from participating, either directly or indirectly in or with any syndicate underwriting or bidding on

such sale.

Contract Approval - The contract between the State and the Firm will not be binding until it has been approved by the

Governor and Executive Council pursuant to State statutes. The State anticipates submitting the contract approval

request for consideration at the September 13, 2017 Executive Council meeting, therefore contract terms and conditions

will become public record as early as September 8, 2017.

Contract Negotiations – The State reserves the right to negotiate with the selected Firm over the proposed fees and fee

structure presented in the proposal before executing such contract.



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Appendix A — State of New Hampshire Outstanding Bond Issues

State of New Hampshire

Outstanding Debt List

Description

$63,430,000 G.O. Capital Improvement Bonds 2016 Series B 63,430,000.00

$50,930,000 General Obligation Refunding Bonds 2016 Series A 50,930,000.00

$3,900,000.00 G.O. Capital Improvement Bonds 2016 Series A 3,900,000.00

$6,213,609.00 G.O. Capital Improvement Bonds 2015 Series A 6,213,609.00

$55,005,000 G.O. Capital Improvement Bonds 2014 Series B 48,400,000.00

$89,925,000 G.O. Refunding Bonds 2014 Series A 89,925,000.00

$18,965,000 G.O. Capital Improvement Bonds 2013 Series C 9,860,000.00

$59,050,000 G.O. Capital Improvement Bonds 2013 Series B 42,500,000.00 $ 4,730,000.00

$5,165,000 G.O. 2013 Series C ($6,434,402.05 with Premium) 5,165,000.00

$90,000,000 G.O. Capital Improvement Bonds 2012 Series B 64,800,000.00 $ 3,600,000.00

$1,445,000 G.O. Capital Improvement Bonds 2012 Series A 1,445,000.00

$2,225,000 GO Capital Improvement Bonds 2011 Series E 2,225,000.00

$100,000,000 GO Capital Improvement Bonds 2011 Series B 65,555,000.00 4,445,000.00$

$1,295,000 GO 2011 Series A 1,295,000.00

$60,000,000 GO Capital Improvement Bonds 2010 Series C $90,000,000

GO Capital Improvement Bonds 2010 Series B90,000,000.00

$45,035,000 GO Refunding Bonds 2010 Series B 18,545,000.00

$153,345,000 GO Refunding Bonds 2010 Series A 141,500,000.00

$2,405,000 GO Capital Improvement Bonds 2010 Series A 2,405,000.00

$75,000,000 GO Cap Improv Series C (Fed Taxable Build America Bonds)

$50,000,000 GO Capital Improvement Bonds Series B

$1,850,000 GO Capital Improvement Bonds 2009 Series A 1,850,000.00

$29,800,000 GO Refunding Bonds 2009 Series A 2,785,000.00

$149,580,000 GO Capital Improvement Bonds 2008 Series C 8,975,000.00 41,160,000.00$ 27,640,000.00$

$30,000,000 GO Capital Improvement Bonds 2008 Series B 1,800,000.00 12,000,000.00$

$56,320,000 GO Refunding Bonds 2008 Series A 5,635,000.00 39,415,000.00$

$75,000,000 GO Bonds Series 2008 A 4,500,000.00 9,000,000.00$ 21,000,000.00$

Total General Obligation Bonds Outstanding 806,138,609.00$ 89,575,000.00$ 60,640,000.00$ 12,775,000.00$

$98,250,000 Federal Highway Grant Anticipation Bonds 2012 51,705,000.00

$59,960,000 2010 Series B (Fed Taxable - RZED Bonds) 59,960,000.00

$20,040,000 2010 Series A (Fed Taxable - Build America Bonds) 20,040,000.00

Total Federal Highway Grant Anticipation Revenue Bonds Outstanding 131,705,000.00$ -$ -$ -$

$45,800,000 Turnpike System Revenue Bonds 2015 Series A 45,800,000.00

$110,180,000 Turnpike System Revenue Bonds 2012 Series C 102,605,000.00

$65,355,000 Turnpike Refunding Bonds 2012 Series B 33,605,000.00

$42,115,000 Turnpike Refunding Bonds 2012 Series (Delayed Delivery) 21,015,000.00

$67,215,000 Turnpike System Refunding Bonds Series B 27,830,000.00

$150,000,000 Turnpike System Revenue Bonds 2009 Series A (BABS) 150,000,000.00

Total Turnpike System Revenue Bonds Outstanding 380,855,000.00$ -$ -$ -$

72,500,000.00

Due from

December 2016

Refunding Trust

Debt Outstanding at

6/30/17 per State

Treasury

Due from April

2010 Refunding

Trust

Due from December

2014 Refunding Trust



Page 12

Appendix B — Fee Structure

Name of Firm: _______________________________________________ Date: ________

Fees - please state your fee structure including up-front and annual fees per series and other additional costs or

expenses. Include the breakdown of how the fees are to be determined.

A. Annual Fee per Series of Bonds Issued or Outstanding:

Trust Administration _____________________

Paying Agent Services _____________________

Arbitrage Rebate Services _____________________

B. Specific (per transaction) Charges:

C. Hourly Services:

D. Other Fees or Billed Expenses (please detail):

E. Trustee’s Counsel Costs:

F. Anticipated Total Fee Cap:

G. Comments: (please attach additional page(s) if necessary)

_________________________________________________________________________ Signature, Name, Title, Date



Page 13

Appendix C — STATE OF NEW HAMPSHIRE CONTRACT

FORM P-37

By submitting a proposal, the Firm agrees to the State’s terms and conditions listed under the heading “GENERAL

PROVISIONS” in the attached form P-37 (version 5/15). Prior to the approval of a contract, the Firm will be required

to execute this form. Please note any suggestions or additions the Firm wishes to be considered.

In responding to this proposal, the Firm may substitute professional liability insurance for comprehensive general

liability insurance in Paragraph 14 of Form P-37.

FORM NUMBER P-37 (version 5/8/15)

Page 1 of 4

AGREEMENT

The State of New Hampshire and the Contractor hereby mutually agree as follows:

GENERAL PROVISIONS

1. IDENTIFICATION.

1.1 State Agency Name

1.2 State Agency Address

1.3 Contractor Name

1.4 Contractor Address

1.5 Contractor Phone

Number

1.6 Account Number

1.7 Completion Date

1.8 Price Limitation

1.9 Contracting Officer for State Agency

1.10 State Agency Telephone Number

1.11 Contractor Signature

1.12 Name and Title of Contractor Signatory

1.13 Acknowledgement: State of , County of

On , before the undersigned officer, personally appeared the person identified in block 1.12, or satisfactorily

proven to be the person whose name is signed in block 1.11, and acknowledged that s/he executed this document in the capacity

indicated in block 1.12.

1.13.1 Signature of Notary Public or Justice of the Peace

[Seal]

1.13.2 Name and Title of Notary or Justice of the Peace

1.14 State Agency Signature

Date:

1.15 Name and Title of State Agency Signatory

1.16 Approval by the N.H. Department of Administration, Division of Personnel (if applicable)

By: Director, On:

1.17 Approval by the Attorney General (Form, Substance and Execution) (if applicable)

By: On:

1.18 Approval by the Governor and Executive Council (if applicable)

By: On:

Notice: This agreement and all of its attachments shall become public upon submission to Governor and

Executive Council for approval. Any information that is private, confidential or proprietary must

be clearly identified to the agency and agreed to in writing prior to signing the contract.

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Contractor Initials __________

Date__________

2. EMPLOYMENT OF CONTRACTOR/SERVICES TO

BE PERFORMED. The State of New Hampshire, acting

through the agency identified in block 1.1 (“State”), engages

contractor identified in block 1.3 (“Contractor”) to perform,

and the Contractor shall perform, the work or sale of goods, or

both, identified and more particularly described in the attached

EXHIBIT A which is incorporated herein by reference

(“Services”).

3. EFFECTIVE DATE/COMPLETION OF SERVICES. 3.1 Notwithstanding any provision of this Agreement to the

contrary, and subject to the approval of the Governor and

Executive Council of the State of New Hampshire, if

applicable, this Agreement, and all obligations of the parties

hereunder, shall become effective on the date the Governor

and Executive Council approve this Agreement as indicated in

block 1.18, unless no such approval is required, in which case

the Agreement shall become effective on the date the

Agreement is signed by the State Agency as shown in block

1.14 (“Effective Date”).

3.2 If the Contractor commences the Services prior to the

Effective Date, all Services performed by the Contractor prior

to the Effective Date shall be performed at the sole risk of the

Contractor, and in the event that this Agreement does not

become effective, the State shall have no liability to the

Contractor, including without limitation, any obligation to pay

the Contractor for any costs incurred or Services performed.

Contractor must complete all Services by the Completion Date

specified in block 1.7.

4. CONDITIONAL NATURE OF AGREEMENT. Notwithstanding any provision of this Agreement to the

contrary, all obligations of the State hereunder, including,

without limitation, the continuance of payments hereunder, are

contingent upon the availability and continued appropriation

of funds, and in no event shall the State be liable for any

payments hereunder in excess of such available appropriated

funds. In the event of a reduction or termination of

appropriated funds, the State shall have the right to withhold

payment until such funds become available, if ever, and shall

have the right to terminate this Agreement immediately upon

giving the Contractor notice of such termination. The State

shall not be required to transfer funds from any other account

to the Account identified in block 1.6 in the event funds in that

Account are reduced or unavailable.

5. CONTRACT PRICE/PRICE LIMITATION/

PAYMENT. 5.1 The contract price, method of payment, and terms of

payment are identified and more particularly described in

EXHIBIT B which is incorporated herein by reference.

5.2 The payment by the State of the contract price shall be the

only and the complete reimbursement to the Contractor for all

expenses, of whatever nature incurred by the Contractor in the

performance hereof, and shall be the only and the complete

compensation to the Contractor for the Services. The State

shall have no liability to the Contractor other than the contract

price.

5.3 The State reserves the right to offset from any amounts

otherwise payable to the Contractor under this Agreement

those liquidated amounts required or permitted by N.H. RSA

80:7 through RSA 80:7-c or any other provision of law.

5.4 Notwithstanding any provision in this Agreement to the

contrary, and notwithstanding unexpected circumstances, in

no event shall the total of all payments authorized, or actually

made hereunder, exceed the Price Limitation set forth in block

1.8.

6. COMPLIANCE BY CONTRACTOR WITH LAWS

AND REGULATIONS/ EQUAL EMPLOYMENT

OPPORTUNITY. 6.1 In connection with the performance of the Services, the

Contractor shall comply with all statutes, laws, regulations,

and orders of federal, state, county or municipal authorities

which impose any obligation or duty upon the Contractor,

including, but not limited to, civil rights and equal opportunity

laws. This may include the requirement to utilize auxiliary

aids and services to ensure that persons with communication

disabilities, including vision, hearing and speech, can

communicate with, receive information from, and convey

information to the Contractor. In addition, the Contractor

shall comply with all applicable copyright laws.

6.2 During the term of this Agreement, the Contractor shall

not discriminate against employees or applicants for

employment because of race, color, religion, creed, age, sex,

handicap, sexual orientation, or national origin and will take

affirmative action to prevent such discrimination.

6.3 If this Agreement is funded in any part by monies of the

United States, the Contractor shall comply with all the

provisions of Executive Order No. 11246 (“Equal

Employment Opportunity”), as supplemented by the

regulations of the United States Department of Labor (41

C.F.R. Part 60), and with any rules, regulations and guidelines

as the State of New Hampshire or the United States issue to

implement these regulations. The Contractor further agrees to

permit the State or United States access to any of the

Contractor’s books, records and accounts for the purpose of

ascertaining compliance with all rules, regulations and orders,

and the covenants, terms and conditions of this Agreement.

7. PERSONNEL. 7.1 The Contractor shall at its own expense provide all

personnel necessary to perform the Services. The Contractor

warrants that all personnel engaged in the Services shall be

qualified to perform the Services, and shall be properly

licensed and otherwise authorized to do so under all applicable

laws.

7.2 Unless otherwise authorized in writing, during the term of

this Agreement, and for a period of six (6) months after the

Completion Date in block 1.7, the Contractor shall not hire,

and shall not permit any subcontractor or other person, firm or

corporation with whom it is engaged in a combined effort to

perform the Services to hire, any person who is a State

employee or official, who is materially involved in the

procurement, administration or performance of this

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Date__________

Agreement. This provision shall survive termination of this

Agreement.

7.3 The Contracting Officer specified in block 1.9, or his or

her successor, shall be the State’s representative. In the event

of any dispute concerning the interpretation of this Agreement,

the Contracting Officer’s decision shall be final for the State.

8. EVENT OF DEFAULT/REMEDIES.

8.1 Any one or more of the following acts or omissions of the

Contractor shall constitute an event of default hereunder

(“Event of Default”):

8.1.1 failure to perform the Services satisfactorily or on

schedule;

8.1.2 failure to submit any report required hereunder; and/or

8.1.3 failure to perform any other covenant, term or condition

of this Agreement.

8.2 Upon the occurrence of any Event of Default, the State

may take any one, or more, or all, of the following actions:

8.2.1 give the Contractor a written notice specifying the Event

of Default and requiring it to be remedied within, in the

absence of a greater or lesser specification of time, thirty (30)

days from the date of the notice; and if the Event of Default is

not timely remedied, terminate this Agreement, effective two

(2) days after giving the Contractor notice of termination;

8.2.2 give the Contractor a written notice specifying the Event

of Default and suspending all payments to be made under this

Agreement and ordering that the portion of the contract price

which would otherwise accrue to the Contractor during the

period from the date of such notice until such time as the State

determines that the Contractor has cured the Event of Default

shall never be paid to the Contractor;

8.2.3 set off against any other obligations the State may owe to

the Contractor any damages the State suffers by reason of any

Event of Default; and/or

8.2.4 treat the Agreement as breached and pursue any of its

remedies at law or in equity, or both.

9. DATA/ACCESS/CONFIDENTIALITY/

PRESERVATION. 9.1 As used in this Agreement, the word “data” shall mean all

information and things developed or obtained during the

performance of, or acquired or developed by reason of, this

Agreement, including, but not limited to, all studies, reports,

files, formulae, surveys, maps, charts, sound recordings, video

recordings, pictorial reproductions, drawings, analyses,

graphic representations, computer programs, computer

printouts, notes, letters, memoranda, papers, and documents,

all whether finished or unfinished.

9.2 All data and any property which has been received from

the State or purchased with funds provided for that purpose

under this Agreement, shall be the property of the State, and

shall be returned to the State upon demand or upon

termination of this Agreement for any reason.

9.3 Confidentiality of data shall be governed by N.H. RSA

chapter 91-A or other existing law. Disclosure of data

requires prior written approval of the State.

10. TERMINATION. In the event of an early termination of

this Agreement for any reason other than the completion of the

Services, the Contractor shall deliver to the Contracting

Officer, not later than fifteen (15) days after the date of

termination, a report (“Termination Report”) describing in

detail all Services performed, and the contract price earned, to

and including the date of termination. The form, subject

matter, content, and number of copies of the Termination

Report shall be identical to those of any Final Report

described in the attached EXHIBIT A.

11. CONTRACTOR’S RELATION TO THE STATE. In

the performance of this Agreement the Contractor is in all

respects an independent contractor, and is neither an agent nor

an employee of the State. Neither the Contractor nor any of its

officers, employees, agents or members shall have authority to

bind the State or receive any benefits, workers’ compensation

or other emoluments provided by the State to its employees.

12. ASSIGNMENT/DELEGATION/SUBCONTRACTS. The Contractor shall not assign, or otherwise transfer any

interest in this Agreement without the prior written notice and

consent of the State. None of the Services shall be

subcontracted by the Contractor without the prior written

notice and consent of the State.

13. INDEMNIFICATION. The Contractor shall defend,

indemnify and hold harmless the State, its officers and

employees, from and against any and all losses suffered by the

State, its officers and employees, and any and all claims,

liabilities or penalties asserted against the State, its officers

and employees, by or on behalf of any person, on account of,

based or resulting from, arising out of (or which may be

claimed to arise out of) the acts or omissions of the

Contractor. Notwithstanding the foregoing, nothing herein

contained shall be deemed to constitute a waiver of the

sovereign immunity of the State, which immunity is hereby

reserved to the State. This covenant in paragraph 13 shall

survive the termination of this Agreement.

14. INSURANCE. 14.1 The Contractor shall, at its sole expense, obtain and

maintain in force, and shall require any subcontractor or

assignee to obtain and maintain in force, the following

insurance:

14.1.1 comprehensive general liability insurance against all

claims of bodily injury, death or property damage, in amounts

of not less than $1,000,000per occurrence and $2,000,000

aggregate ; and

14.1.2 special cause of loss coverage form covering all

property subject to subparagraph 9.2 herein, in an amount not

less than 80% of the whole replacement value of the property.

14.2 The policies described in subparagraph 14.1 herein shall

be on policy forms and endorsements approved for use in the

State of New Hampshire by the N.H. Department of

Insurance, and issued by insurers licensed in the State of New

Hampshire.

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Date__________

14.3 The Contractor shall furnish to the Contracting Officer

identified in block 1.9, or his or her successor, a certificate(s)

of insurance for all insurance required under this Agreement.

Contractor shall also furnish to the Contracting Officer

identified in block 1.9, or his or her successor, certificate(s) of

insurance for all renewal(s) of insurance required under this

Agreement no later than thirty (30) days prior to the expiration

date of each of the insurance policies. The certificate(s) of

insurance and any renewals thereof shall be attached and are

incorporated herein by reference. Each certificate(s) of

insurance shall contain a clause requiring the insurer to

provide the Contracting Officer identified in block 1.9, or his

or her successor, no less than thirty (30) days prior written

notice of cancellation or modification of the policy.

15. WORKERS’ COMPENSATION.

15.1 By signing this agreement, the Contractor agrees,

certifies and warrants that the Contractor is in compliance with

or exempt from, the requirements of N.H. RSA chapter 281-A

(“Workers’ Compensation”).

15.2 To the extent the Contractor is subject to the

requirements of N.H. RSA chapter 281-A, Contractor shall

maintain, and require any subcontractor or assignee to secure

and maintain, payment of Workers’ Compensation in

connection with activities which the person proposes to

undertake pursuant to this Agreement. Contractor shall

furnish the Contracting Officer identified in block 1.9, or his

or her successor, proof of Workers’ Compensation in the

manner described in N.H. RSA chapter 281-A and any

applicable renewal(s) thereof, which shall be attached and are

incorporated herein by reference. The State shall not be

responsible for payment of any Workers’ Compensation

premiums or for any other claim or benefit for Contractor, or

any subcontractor or employee of Contractor, which might

arise under applicable State of New Hampshire Workers’

Compensation laws in connection with the performance of the

Services under this Agreement.

16. WAIVER OF BREACH. No failure by the State to

enforce any provisions hereof after any Event of Default shall

be deemed a waiver of its rights with regard to that Event of

Default, or any subsequent Event of Default. No express

failure to enforce any Event of Default shall be deemed a

waiver of the right of the State to enforce each and all of the

provisions hereof upon any further or other Event of Default

on the part of the Contractor.

17. NOTICE. Any notice by a party hereto to the other party

shall be deemed to have been duly delivered or given at the

time of mailing by certified mail, postage prepaid, in a United

States Post Office addressed to the parties at the addresses

given in blocks 1.2 and 1.4, herein.

18. AMENDMENT. This Agreement may be amended,

waived or discharged only by an instrument in writing signed

by the parties hereto and only after approval of such

amendment, waiver or discharge by the Governor and

Executive Council of the State of New Hampshire unless no

such approval is required under the circumstances pursuant to

State law, rule or policy.

19. CONSTRUCTION OF AGREEMENT AND TERMS. This Agreement shall be construed in accordance with the

laws of the State of New Hampshire, and is binding upon and

inures to the benefit of the parties and their respective

successors and assigns. The wording used in this Agreement

is the wording chosen by the parties to express their mutual

intent, and no rule of construction shall be applied against or

in favor of any party.

20. THIRD PARTIES. The parties hereto do not intend to

benefit any third parties and this Agreement shall not be

construed to confer any such benefit.

21. HEADINGS. The headings throughout the Agreement

are for reference purposes only, and the words contained

therein shall in no way be held to explain, modify, amplify or

aid in the interpretation, construction or meaning of the

provisions of this Agreement.

22. SPECIAL PROVISIONS. Additional provisions set

forth in the attached EXHIBIT C are incorporated herein by

reference.

23. SEVERABILITY. In the event any of the provisions of

this Agreement are held by a court of competent jurisdiction to

be contrary to any state or federal law, the remaining

provisions of this Agreement will remain in full force and

effect.

24. ENTIRE AGREEMENT. This Agreement, which may

be executed in a number of counterparts, each of which shall

be deemed an original, constitutes the entire Agreement and

understanding between the parties, and supersedes all prior

Agreements and understandings relating hereto.

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