1-1-Underwriter Services RFP - 2026 Final.pdf

REQUEST FOR PROPOSALS

SALT LAKE CITY CORPORATION

DEPARTMENT OF AIRPORTS

BOND UNDERWRITING SERVICES

TABLE OF CONTENTS

SCHEDULE Page 3

NOTICE Page 4

GENERAL OVERVIEW Page 5

SCOPE OF WORK Page 12

PROPOSAL RESPONSES Page 14

EVALUATION CRITERIA Page 18

ATTACHMENT A AFFIRMATION OF GRAMA

SECTION 1

Schedule

RFP Available October 8, 2026

Deadline for Questions October 19, 2026

Proposals Due October 30, 2026

Interviews TBD

SECTION 2

Notice

Salt Lake City Corporation (“City”), through its Department of Airports (“SLCDA”), is inviting proposals from qualified firms to establish a pool of bond underwriters for the Salt Lake City International Airport (“Airport”).

The Request for Proposals (“RFP”) package can be obtained by prospective Respondents beginning October 8, 2026, by registering online at Utah Public Procurement Place Portal (“U3P”) https://utah.bonfirehub.com/portal/?tab=openOpportunities. First time users, click the link on the top right-hand side where you will see a “Register” button.

It is the responsibility of each Respondent to register, frequently monitor for any changes or updates affecting this RFP, after the original posting date, and submit proposals through U3P. Proposals must be submitted by 2 p.m. local mountain time on October 30, 2026. Respondents may contact U3P Support Team at support@gobonfire.com with questions regarding the website.

The right to reject any and all Proposals or to accept any Proposal that is deemed to be more advantageous to the public and City is reserved.

Respondents or their agents are instructed not to contact selection committee members, City employees, agents or contractors of the City, the Mayor’s office, the City Council, or members of the Airport Board (as outlined in Salt Lake City Code Title 2 Chapter 2.44, Conflict of Interest), or externally manipulate or influence the procurement process in any way, other than through the instructions contained herein, from the date of release of this RFP to the date of execution of the Agreement resulting from this solicitation.

City, in its sole discretion, may disqualify Respondents that violate the prohibitions in this paragraph.

https://utah.bonfirehub.com/portal/?tab=openOpportunities mailto:support@gobonfire.com

SECTION 3

General Overview

A. REQUEST FOR PROPOSALS (“RFP”)

The Salt Lake City Department of Airports ("SLCDA") is soliciting Proposals from qualified investment banking firms (“Respondent” or “Respondents”) with significant experience in providing underwriter services to form a pool of underwriters (the “Underwriter Pool”). Firms in the Underwriter Pool will be chosen to serve as a senior managing underwriter and/or a co-managing underwriter for the sale of General Airport Revenue Bonds (‘GARBs”) and possibly other types of debt at the Salt Lake City International Airport (“Airport”).

For each transaction executed during the term covered by this solicitation, SLCDA will assign firms to serve as Book-Running Senior Manager, co-Senior Manager*, or co-Manager*. As part of this RFP, SLCDA will select the firms to serve as the Book-Running Senior Manager, co-Senior Manager, and co-Manager on its planned refunding bond issuance in 2027. Only firms in the Underwriter Pool are eligible to serve on transactions, but firms selected to be in the Underwriter Pool are not guaranteed assignment on any future transaction. The assignment of roles and number of firms utilized on any given transaction is entirely up to the discretion of SLCDA.

No guarantee of the actual service requirement is implied or expressed by this RFP or the resulting agreements. Service requirements will be determined by actual need.

*If necessary.

Background

SLCDA operates the Airport, which is owned by Salt Lake City. The Airport’s Executive Director is directly responsible for all functional areas at the Airport and reports to the Mayor of Salt Lake City. A copy of the SLCDA’s audited financial statements for the fiscal year ending June 30, 2025, is available on the Airport’s website, www.slcairport.com. A copy of the SLCDA’s audited financial statements for the fiscal year ending June 30, 2026, will be made available during this solicitation process.

The Airport serves the greater Salt Lake City area, the Wasatch Front, and the http://www.slcairport.com/

Intermountain West. The Airport is located approximately 13 miles west of downtown Salt Lake City and accommodated over 27 million total passengers in FY 2026. South Valley Regional Airport in West Jordan, Utah, and Tooele Valley Airport in Grantsville, Utah, are also managed by the SLCDA and serve the general aviation community. Additional information on activity at these airports is also available on the Airport’s website.

The New SLC – SLCDA embarked on a comprehensive redevelopment of the Airport with its New SLC (“The Project”). The Project included essentially brand-new car rental, parking, roadway, terminal, and airside facilities. Major components of The Project were completed and opened in phases, including the opening of the new terminal building, rental car facilities, parking garage, and central utility plant in September 2020. Additional portions of The Project have since opened including the opening of new gates in the South Concourse East (completed in October 2023) and the North Concourse (final gates to open in October 2026), and the opening of the Central Tunnel to connect the two concourses (in 2024). With the opening of 11 additional gates in the North Concourse in October 2026, the New SLC program will be complete.

SLCDA also continuously implements other capital projects not within the New SLC to maintain or modify existing facilities, property development, and improvements to the airfield and Airport. In FY 2027, the City Council approved a Total Capital Improvement Program of $134.4 million. SLCDA is currently evaluating the scope and timing of various components of the capital program.

SLCDA anticipates that the Capital Improvement Program will be funded through a combination of Airport Funding and Federal, State and Local grants. Any new debt is expected to be issued on parity with the existing debt and will be primarily repaid from airport revenues

SLCDA currently has approximately $3.8 billion of GARB debt outstanding.

Certain series of outstanding bonds will be callable during the next 1-5 years and, subject to market conditions, SLCDA will evaluate and undertake current refunding’s of those series should material debt service savings be attainable.

B. MINIMUM QUALIFICATIONS

Respondents must have served as senior managing underwriter on at least one (1) long-term fixed rate airport financing for a principal amount of at least $300,000,000, in the last three (3) years.

OR

Respondents must have served as either senior managing underwriter or a co-managing underwriter on at least three (3) long-term fixed rate airport financings, each of which was for a principal amount of at least $100,000,000, since January 1, 2023.

C. TERM OF AGREEMENT

The City’s selection of an Underwriter Pool will remain in effect for a period of three years effective November 1, 2026. At its option, the City may elect to continue using the Underwriter Pool for additional one-year periods. The City may also elect to issue a new Request for Proposals for bond underwriting services at any time.

D. PROCUREMENT AND ETHICS REQUIREMENTS

All Respondents must agree to comply with and be governed by City’s procurement rules and ethics standards, as follows:

REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND

EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES.

The Respondent or contractor represents that it has not: (1) provided an illegal gift or payoff to a city officer or employee or former city officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a city officer or employee or former city officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.

E. TITLE IV NOTICE

The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4), 28 CFR § 50.3, and 49 CFR Part 21, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, all contractors will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of the owner’s race, color, national origin, sex, creed, age, or disability in consideration for an award.

F. SCOPE OF AGREEMENT

The selected Respondent will be required to provide all labor, supervision, materials, supplies, transportation, equipment, and services necessary to assume overall responsibility for the coordination and administration of Project.

G. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT

City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code or its successor (“GRAMA”). All materials submitted by Respondent to City are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure shall rest solely with each Respondent. Any materials for which Respondent claims a privilege from disclosure shall be submitted marked as "Confidential" and accompanied by a statement from Respondent explaining Respondent's claim of exemption from disclosure. City will promptly notify Respondent of any requests made for disclosure of documents submitted under a claim of confidentiality. Respondent may, at Respondent's sole expense, take any appropriate actions to prevent disclosure of such material.

Respondent specifically waives any claims against City related to disclosure of any materials required by GRAMA. In order to comply with GRAMA, please note the following:

1. The burden of claiming an exemption from disclosure of confidential business information shall rest solely with the Respondent.

2. Only those materials for which a claim can be made under the act, such as trade secrets, pricing, non-public financial information etc., should be stamped as “Confidential”. Respondent must not stamp all materials confidential.

3. A written claim of exemption from disclosure of documents must be submitted at the time of proposal submission, including:

i. A concise statement of reasons supporting the claim of confidentiality.

ii. A redacted version of the proposal omitting the claimed confidential information.

iii. An unredacted version for internal review.

4. Affirmation of GRAMA Understanding and Compliance, Attachment A of this RFP.

I. SERVICES OF THE SELECTED RESPONDENT

The services being requested are outlined in Section 4 - Scope of Work.

J. EVALUATION AND EVALUATION CRITERIA

Proposal evaluation criteria are outlined in Section 6. The selection committee will consider all documents, the response to this RFP, information gained while evaluating responses, and other relevant information to make its determination.

The committee’s selection will be the Respondent that, in the committee’s sole opinion, is best able to provide the services according to City’s needs.

K. SUBMISSION PROCEDURE AND PROPOSAL CONTENT

1. Submission methods.

a. Proposals shall be delivered via U3P, by 2 p.m. local mountain time on October 30, 2026

b. U3P will provide Respondent with confirmation receipt of Proposal submission.

2. Proposals shall meet the following submittal guidelines:

a. Proposals shall be limited to thirteen (13) pages in length, inclusive of a one (1) page Cover Letter. Proposals must have all sections combined into a single word-searchable PDF document, unless otherwise stated, and must have each of the tabbed sections noted.

The page length counts will NOT include the following:

☒ Covers, Tabs, and Table of Contents ☒ Affirmation of GRAMA Understanding and Compliance

*Boxes unchecked will not be required for submission

b. Proposals shall include a cover letter, which is included in the overall page count.

c. Proposals must be complete, must contain all required information and documents, and be in the format outlined in outlined in Section 5 – Proposal Responses.

3. Respondents are instructed not to add, delete, or alter any of the terms and conditions of these RFP documents. If Respondent makes any changes to any of the documents, City may, in its sole discretion, reject the Proposal.

4. All late submittals will be rejected as non-responsive. Proposals will become the property of City and will be subject to Government Records Access and Management Act (“GRAMA”) outlined in Section 3.G.

L. INSURANCE

The selected Respondent, at its own cost and expense, shall secure and maintain the following policies of insurance:

1. Commercial general liability insurance with City as an additional insured in the minimum amount of $2,000,000 per occurrence. The policy must provide that coverage will not be cancelled or reduced without at least thirty (30) days prior written notice to City.

2. Evidence of workers compensation and employer’s liability with coverage for statutory benefits required by the State of Utah.

M. EMPLOYMENT STATUS VERIFICATION SYSTEM

1. Each Respondent and each person signing on behalf of any Respondent certifies as to its own entity, under penalty of perjury, that the named Respondent has registered and is participating in the Status Verification System to verify the work eligibility status of the Respondent’s new employees that are employed in the State of Utah in accordance with Utah Code Section 63G-12-302.

2. The Respondent shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with Section 63G-12-302 and to comply with all applicable employee status verification laws. Such affidavit must be provided to contractor prior to the notice to proceed for the subcontractor to perform the work.”

3. The City will not consider a Proposal for award, nor will it make any award, where there has not been compliance with this Section.

4. Manually or electronically signing the Proposal is deemed the Respondent’s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws, including Utah Code Section 63G-12-302.

N. RESPONDENTS’ RESPONSIBILITY AND DUE DILIGENCE

It is the responsibility of each Respondent to examine carefully this RFP and to understand all of the circumstances and conditions that may affect its Proposal and subsequent work pursuant to the agreement. Any data furnished by City is for informational purposes only and is not warranted. Respondent’s use of any such information shall be at Respondent’s own risk. Failure on the part of any Respondent to examine, inspect, and to be completely knowledgeable of the terms and conditions of the RFP requirements, operational conditions, or any other relevant documents or information shall not relieve the selected Respondent from fully complying with this RFP or subsequent agreement.

O. POINT OF CONTACT – EXPLANATION BY ADDENDUM ONLY

1. No interpretation of the meaning of any provision in this RFP, nor correction of any apparent ambiguity, inconsistency, error, or any other matter pertaining to this RFP shall be made to any person or entity orally. Every request for interpretation or additional information regarding this RFP shall be made in writing, via U3P. The deadline for all questions shall be 5 p.m.

local Mountain Time on October 19, 2026. City shall not be obligated to respond to requests for such interpretation or correction. By signing and submitting this RFP, Respondent acknowledges that it has registered online at https://utah.bonfirehub.com/portal/?tab=openOpportunities and have viewed all materials on the U3P website, including any addenda to this RFP.

2. Respondents or their agents are instructed not to contact selection committee members, City employees, agents, or contractors of the City, the Mayor’s office or staff, the City Council or staff, or members of the Airport Board (as outlined in Salt Lake City Code Title 2 Chapter 2.44, Conflict of Interest), or attempt to externally manipulate or influence the procurement process in any way, other than through the instructions contained herein, from the date of release of this RFP to the date of execution of the Agreement resulting from this solicitation. City, in its sole discretion, may disqualify Respondents that violate the prohibitions in this paragraph.

3. City reserves the right to cancel or modify the terms of this RFP at any time.

City will provide Respondents with written notice of any cancellation or modification.

4. Should it be necessary the selection committee may notify those

Respondents to be given further consideration and interview.

P. RESPONDENT’S PREPARATION COSTS

In submitting an RFP Proposal, Respondent shall be responsible for all costs, including travel, incurred in the preparation of said proposal. Respondent agrees not to seek reimbursement for such costs from City or SLCDA, regardless of whether Respondent is selected.

https://utah.bonfirehub.com/portal/?tab=openOpportunities

SECTION 4

Scope of Work

The underwriting firms selected will be expected to work closely with the representatives of SLCDA and other member of SLCDA’s financing team (in particular, bond counsel and SLCDA’s financial advisor).

Book-Running Senior Manager:

The Book-Running Senior Manager will act as book-runner and leader of the underwriting group for the transaction. They will be responsible for coordinating the pricing of the bonds, developing an investor outreach and marketing strategy, distribution of the issue, compliance with disclosure standards, and related, conventional roles for senior manager.

Co-Senior Manager:

The co-Senior Manager will have the same responsibilities as the senior manager, except the co-senior manager would not “run the books.” SLCDA may or may not elect to use a co-senior manager on its future transactions. The co-Senior Manager will be integral to the transaction and expected to work closely with the Book-Running Senior Manager.

The Senior Manager underwriting firm(s) selected will be expected to provide all of the services typically provided on the negotiated sale of GARB’s, including:

A. Provide the City with expert advice and assistance (including structuring options, marketing considerations and other financing techniques) in analyzing the issuance of the City’s general airport revenue bonds and possible other types of debt.

B. Coordinate and confer with the Airport’s Financial Advisor, Bond Counsel and

Airport staff in analyzing structuring options and financial feasibility of the proposed financings, including preparation of cash flow, bond schedule and sizing analyses.

C. Assisting in the preparation of documents related to the financing.

D. Participating in meetings with rating agencies related to the issue.

E. Developing and implementing a marketing plan to encourage a strong investor response to the issue.

F. Leading the bond sale, including ensuring compliance with any federal, state or local laws, or regulations.

G. Assisting in various matters related to the closing of the bond sale, and providing any certificates or other documents that may be required for the closing of the bond issue.

H. Providing a post-sale report to the City.

I. Perform any other functions not listed herein normally contemplated to be within the scope of duties of a fully qualified underwriter.

Co-Manager:

Co-managers will be expected to assist in the marketing of the issue.

All firms eligible for senior manager are also eligible for co-manager positions.

SECTION 5

Proposal Responses

Respondents must respond to each of the following inquiries in the order stated. Please respond in full, narrative sentences and restate each inquiry prior to responding:

A. COVER LETTER

Please provide a one (1) page cover letter highlighting why your firm should be selected as part of SLCDA’s Underwriting Pool.

B. QUALIFICATION OF THE RESPONDENT

1. Provide the information listed below:

• Respondent’s name, address, principal office, and type of entity (i.e., corporation, LLC, etc.).

• The date of incorporation/organization and the state in which

Respondent is incorporated or organized.

• Former names, if any, under which Respondent has conducted business and the years of operation under each name.

• IRS Tax Information:

1) Firm’s federal tax ID number or alternate number, or

2) A copy of firm’s most current available IRS W-9 Form

NOTE: If Respondent is submitting as an individual, tax information is not required at this time. However, if selected as the/a successful respondent, Respondent will be required to provide their social security number at that time.

• Respondent’s insurance carrier and agency contact.

• The name of the contact person responsible for the RFP process including title, telephone number and email address.

2. Please provide a brief introduction to your firm. Describe the businesses in which it is engaged, the number of employees, and number of offices.

3. Describe your firm’s commitment to municipal finance. Describe any actions taken to either increase or decrease the size of your municipal finance department in the past 18 months. Provide the number of employees in your municipal finance department and municipal sales underwriting and trading department, as of the date of your proposal.

4. State the total capital and net available capital position of your firm as of

December 31, 2025 and identify any material changes anticipated through December 31, 2026. State how large of a transaction your firm is capable of underwriting.

5. State whether there are any pending investigations or completed investigations within the past five years by the SEC or any other regulatory body regarding the conduct of your firm or the firm’s management. In addition, disclose any relationship, contractual or otherwise, that your firm has with any individual, organization or firm that may be a party to the City’s financing.

6. State whether there is currently any litigation between your firm and the

State of Utah or related entities.

7. Describe your firm’s efforts related to airport finance. As an Appendix, please provide a list of the airports for which your firm has served as an underwriter since January 1, 2023, and specify on the list what role your firm played for each (i.e., senior manager, co-manager, or financial advisor). In this response, do not provide a list of the financings you completed for those clients.

8. Confirm that your firm meets the minimum qualifications as stated in

Section B. Please provide a tabular summary of your firm’s experience as an underwriter on negotiated airport revenue bond financings since January 1, 2023. Using the format shown below, prepare a table showing your experience as the book-running senior manager, co-senior manager, and co-manager on such issues.

Year

Book-running

Senior Manager

Co-Senior Manager

Co-Manager

No. of Issues

Total $

Amount (in millions)

(in millions)

(in millions

2026 YTD

9. Please provide one case study that highlights your capabilities to manage or contribute to a successful bond sale.

10. Please highlight any unique qualifications or areas of expertise that differentiate your firm.

B. QUALIFICATIONS OF INDIVIDUALS ASSIGNED TO THE ENGAGEMENT

1. Please identify the individual who will be the lead day-to-day representative of your firm on this financing. Provide a brief description of that person’s experience serving in a similar lead role on other financings for airport clients. Identify not more than two other people who will also be part of your day-to-day team on this financing. Explain the roles each would play and provide a brief description of their experience with airport financings.

As an appendix to your proposal that will not count against the page limit, please include resumes for each of the persons identified.

2. Please provide three references, preferably from airport clients, for the person identified in the question above as your lead day-to-day representative on this financing.

C. UNDERSTANDING OF KEY FINANCING ISSUES RELATED TO CITY’S GENERAL

AIRPORT REVENUE BONDS

1. Given the completion of the New SLC and the potential opportunities to refund a large portion of SLCDA’s outstanding debt within the next 3-5 years, describe how your firm would monitor, evaluate, and best execute refunding transactions given current and anticipated market conditions, investor preferences, and other relevant considerations.

2. Please provide recommendations to maintain and enhance SLCDA’s credit ratings. Please discuss any overall recommendations for managing relations with the rating agencies and on how many and which ratings to use going forward.

3. Describe the marketing strategies you would propose, and any other actions you would want the City to undertake, in order to achieve the best possible investor response to City’s bond sale. Please describe the specific steps in your marketing plan, and when such steps would occur in the bond sale process.

4. Given SLCDA’s current debt profile, anticipated refunding opportunities, and potential new money borrowing needs, please discuss any suggested strategies for structuring and managing debt going forward. Describe any unique or alternative financing structures that may be utilized to lower borrowing costs, mitigate financial risks, or improve SLCDA’s overall credit profile.

5. Please provide any other considerations or recommendations that were not covered in questions C1 – C4.

D. FEES

1. Please present the fees you would propose to charge if your firm were selected to serve as the City’s senior managing underwriter on a $500 million issue, divided as follows: average takedown, management fee (if any) and underwriters expenses. In addition, please provide the following information:

(a) The takedowns you would propose by maturity from one to thirty years on a $500 million issue structured with level debt service.

Please also indicate whether your proposed takedowns would differ if a series of bonds was AMT, non-AMT or taxable.

(b) If you propose a management fee, please present only the amount you would propose to receive as senior manager.

(c) Provide a breakdown of the types of expenses on the transaction for which your firm would expect to be reimbursed and provide an estimate for each (including underwriter’s counsel). Please indicate clearly if you would expect to be reimbursed for Dalcomp expenses (including access to the Ipreo screen) on financing. If you would expect to be reimbursed, indicate how much.

SECTION 6

Evaluation Criteria

A. EVALUATION CRITERIA

Initially, a review of each Proposal will be completed by SLCDA staff to ensure compliance with the terms, conditions and requirements of the RFP. Any Proposals that fail to meet all of the Minimum Qualifications listed in Section 3 of the RFP may be deemed non-responsive.

For purposes of establishing the Underwriter Pool, each member of the selection committee shall use the evaluation criteria and percentage weights below to establish their own ranking of the Respondents. The committee shall then use these individual rankings to establish an aggregate ranking of all the acceptable proposals. Using those rankings, the committee shall recommend the appropriate number of top ranked firms to be selected to be under contract with the City for the Services described herein.

1. Qualifications of the Respondent - (40%)

2. Qualifications of Individuals Assigned to the Engagement - (35%)

3. Understanding of Key Financing Issues Related to City’s General Airport

Revenue Bonds - (25%)

SLCDA staff will select members from the established Underwriter Pool to participate as Senior Manager, Co-Senior Manager, or Co-Manager on the upcoming 2027 refunding transaction using the criteria above but also considering each respondent’s proposed fees and any other factors that they determine relevant to the selection.

B. INTERVIEWS

The Airport reserves the right to conduct interviews with the highest-ranked Respondents. Interview requirements and scoring methodology will be provided to those Respondents selected for further consideration. Respondents are reminded that the selection committee shall look at the reasonableness of all aspects of the Proposal and shall, in the selection committee’s sole judgment, choose the Respondent with the best overall Proposal.