CITY OF TEMPLE TERRACE, FLORIDA REQUEST FOR PROPOSALS TAXABLE NON AD VALOREM REVENUE BOND(S) (Not to Exceed $24,000,000) RFP DATED: February 9, 2018

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1 CITY OF TEMPLE TERRACE, FLORIDA REQUEST FOR PROPOSALS TAXABLE NON AD VALOREM REVENUE BOND(S) (Not to Exceed $24,000,000) RFP DATED: February 9, 2018 The City of Temple Terrace, Florida ( City ) is seeking proposals for one or more taxable term loans (the Term Loans ) at the lowest overall borrowing cost, pursuant to certain conditions as determined by the City. The Term Loans would be direct loans and thus the City is not preparing any disclosure documents in connection therewith. The Lender(s) will be selected based on overall borrowing cost and terms most favorable to the City, based on the City s sole discretion. A tentative calendar for the review of responses is as follows: February 9, 2018 RFP circulated February 23, 2018 Responses due Week of February 26, 2018 City staff reviews responses and selects Lender for approval March 6, 2018 Council Meeting to Consider Responses April 1, 2018 Tentative Closing Date (subject to change) BACKGROUND: On April 1, 2015, the City issued its Taxable Non Ad Valorem Revenue Bonds, Series 2015A (the 2015A Note ) in the par amount of $23,540,000 with a final maturity of April 1, The 2015A Note was issued to refinance debt that was related to the acquisition of land located within the City. The City is the process of exploring development options related to the land, including but not limited to, the option of selling all or a portion for private development. As a result, the City is interested in receiving proposals from qualified lending institutions that would provide funding for the refinancing of all or a portion of the 2015A Note. The City has a preference for proposals that provide for a long term (20 30 years) fixed interest rate and a short term (5 years or less) variable interest rate. This will allow the City to refinance a portion of the 2015A Note with a fixed repayment schedule, while retaining flexibility for optional prepayment without penalty with any proceeds generated from the potential land sales. While the City needs not to exceed $24,000,000 for the refinancing of the 2015A Note, the City will consider a proposal for an amount less than the not to exceed amount. Additionally, proposals will be accepted and considered that provide only a fixed or variable rate solution for a portion of the not to exceed amount. SUBMISSION REQUIREMENTS: Each proposal shall include the amount of fixed and variable rate debt offered, fixed and variable interest rates, repayment term, prepayment provisions, fees, financial reporting requirements, default rate, and other terms/conditions. No later than 1:00 p.m. eastern time on February 23, 2018, an electronic copy of each proposal must be ed to Lyn Boswell at (LBoswell@Templeterrace.com) at the City with a copy to Jay Glover (gloverj@pfm.com) at PFM Financial Advisors LLC ( PFM or the Financial Advisor ). Any inquiries or requests for clarification or additional information shall be ed to the City s Financial Advisor: Jay Glover (gloverj@pfm.com).

2 OTHER KEY TERMS: 1. Security: The City will covenant and agree to appropriate in its annual budget, by amendment if necessary, for each fiscal year in which the Term Loans remain outstanding, sufficient amounts of Non Ad Valorem Revenues into the debt service fund for the payment of principal of, redemption premium, if applicable, and interest on the Term Loans and to make certain other payments required under the applicable resolution in each such fiscal year. "Pledged Funds" consist of (1) Non Ad Valorem Revenues budgeted and appropriated, and deposited into the debt service fund, and (2) until applied in accordance with the Resolution, all moneys, including the investments thereof, in the funds and accounts established in such resolution, with the exception of the applicable rebate fund. The obligation of the City to make such payments from its Non Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non Ad Valorem Revenues or a covenant to budget and appropriate Non Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments), and funding requirements for essential public purposes affecting health, welfare, and safety of the inhabitants of the City; however, such obligation is cumulative and would carry over from fiscal year to fiscal year. Notwithstanding the foregoing, the City has not covenanted to maintain or continue any activities, services, or programs now maintained or provided by the City, including those programs and services which generate user fees, regulatory fees, or other Non Ad Valorem Revenues. Non Ad Valorem Revenues are defined as all revenues of the City not derived from ad valorem taxation, and which are lawfully available to be used to pay debt service on the Term Loans. 2. Interest To Be Taxable: Interest on the Term Loans will not be excludable from gross income for federal income tax purposes. 3. Loan Documents: All loan documents shall be prepared by Bryant Miller Olive P.A., Bond Counsel for the City, who shall provide the Lender and its Counsel with drafts thereof for review and comment at least one week prior to loan closing. The City intends to utilize the Anti Dilution Test as outlined in Exhibit A. If you require any changes to that language, please indicate such changes in your proposal. PFM will serve in the sole capacity as financial advisor to the City and not as a placement agent for the Term Loans. 4. Closing: It is anticipated that closing for the Term Loans shall occur on April 1, Closing shall occur at a time and place mutually acceptable to the City and the Lender. 5. Costs and Fees: The City shall pay all costs relating to financing, preparing and printing the loan documents, and filing all required financing statements. The City shall also pay the Lender s Bank Counsel Fees. 6. Rejection of Proposals/Negotiations: THE CITY EXPRESSLY RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS RECEIVED IN CONNECTION WITH THIS REQUEST FOR PROPOSALS AND THEREAFTER TO NEGOTIATE WITH ANY PROPOSER. AS PERMITTED BY LAW, THE CITY RESERVES

3 THE RIGHT TO WAIVE ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. THE BASIS FOR ACCEPTANCE OF ANY PROPOSAL SHALL BE THAT WHICH IS IN THE BEST INTEREST OF THE CITY AS DETERMINED SOLELY BY THE CITY. THE CITY ALSO RESERVES THE RIGHT TO NEGOTIATE TERMS AND CONDITIONS WITH ANY PROPOSERS. 7. Instructions to Proposers: A. Proposers shall thoroughly examine and be familiar with the proposal specifications. Failure of any proposer to receive or examine this document shall in no way relieve any proposer of obligations pertaining to this RFP or the subsequent contract. B. Any changes or modifications to the proposal specifications can result in the rejection of the proposal as not being responsive to this RFP. C. The responsibility for delivering the proposal on or before the specified date and time will be solely and strictly the responsibility of the proposer. The City will in no way be responsible for delays. D. The response deadline shall be strictly observed. Under no circumstances will a proposal delivered after the time specified be considered. E. Proposers will not be allowed to withdraw or modify their proposals without approval by the City for a period of sixty (60) days after the opening time and date. F. The City reserves the right to reject the proposal of any proposer who has previously failed in the proper performance of a contract or to deliver on time other contracts similar in nature, or who is not in a position to perform properly under this contract. G. Federal, state, county, and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the Proposer will in no way be a cause for relief from responsibility. H. No successful Proposer may assign any portion of the contractual agreement between the parties without prior written authorization by the City. I. Changes to this RFP may be made by and at the sole discretion of the City. J. Warranties The proposer, in submission of its proposal, warrants to the City that it will comply with all applicable federal, state and local laws, regulations and orders in providing the services under the proposed documents. K. Collusion The Proposer, by affixing its signature to this proposal, certifies that its proposal is made without previous understanding, agreement, or connection either with any previous firms or corporations offering a Proposal for the same items, or with the City. The Proposer also certifies that its proposal is in all respects fair, without outside control, collusion, fraud or otherwise illegal action. L. Discrimination Pursuant to Section (2)(a), Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid or proposal on a contract to provide any goods or services to a public entity, may not submit a bid or proposal on a contract with a public entity for the construction or repair of a public

4 building or public work, may not submit bid or proposal on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. 8. Amendment: The City reserves the right to amend or modify this Request for Proposals via .

5 Exhibit A Anti Dilution Test The City will agree as a condition precedent to the issuance of any debt or the incurrence of any other obligations which are secured by and/or payable solely from Non Ad Valorem Revenues, to deliver a certificate setting forth the calculations of the financial ratios provided below and certifying that it is in compliance with the following: The City shall not obtain additional debt such that its Debt Service Coverage Ratio falls below 1.25:1. For the purposes of this calculation, the interest rate on variable rate debt shall be calculated at an assumed rate equal to either (i) if the interest is excludable from gross income under the applicable provisions of the Internal Revenue Code of 1986, as amended, the most recently published Bond Buyer "25 Bond Revenue Index" (or comparable index if no longer published) plus fifty (50) basis points, or (ii) if interest is not so excludable, the yield to maturity on direct U.S. Treasury Obligations with comparable maturities plus fifty (50) basis points. For purposes of this calculation, principal on (i) the Notes and (ii) any Balloon Debt issued or incurred by the Issuer for which payment relating to the Issuer has included in the resolution authorizing the issuance of such Balloon Debt a declaration that it expects to repay the last principal payment relating to such Balloon Debt on or before the maturity thereof from either subsequently incurred debt or from revenue which derives from sales of land which were acquired and financed with such Balloon Debt shall be assumed to be amortized on a 20 year basis with level debt service. "Debt Service Coverage Ratio" means the sum of all Non Ad Valorem Revenues less Governmental Expenditures not covered by ad valorem tax revenues for the most recent fiscal year for which audited financial statements are available divided by the maximum annual debt service secured by a covenant to budget and appropriate Non Ad Valorem Revenues and/or a pledge of any Non Ad Valorem Revenues, including the proposed debt.

6 CITY OF TEMPLE TERRACE, FLORIDA - REQUEST FOR PROPOSALS TAXABLE NON AD VALOREM REVENUE BOND(S) (Not to Exceed $24,000,000) RFP DATED: February 9, 2018 Addendum No. 1 February 21, 2018 The following Addendum items are amendments to the original RFP and shall be considered as an integral part of said RFP documents and bindings thereon as if bound therein. SUBMISSION REQUIREMENTS: Each proposal shall include the amount of fixed and variable rate debt offered, fixed and variable interest rates, repayment term, prepayment provisions, fees, financial reporting requirements, default rate, and other terms/conditions. No later than 1:00 p.m. eastern time on March 2, 2018, an electronic copy of each proposal must be ed to Lyn Boswell at (LBoswell@Templeterrace.com) at the City with a copy to Jay Glover (gloverj@pfm.com) at PFM Financial Advisors LLC ( PFM or the Financial Advisor ). Any inquiries or requests for clarification or additional information shall be ed to the City s Financial Advisor: Jay Glover (gloverj@pfm.com). Addendum 1, Page 1

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