ST. PETERSBURG CITY COUNCIL BUDGET, FINANCE & TAXATION COMMITTEE AGENDA. April 27, :00 City Hall Room 100

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1 ST. PETERSBURG CITY COUNCIL BUDGET, FINANCE & TAXATION COMMITTEE AGENDA April 27, :00 City Hall Room 100 Members & Alternate: Budget, Finance & Taxation Committee: Chair James R. Jim Kennedy, Jr.; Vice Chair Charles Gerdes; Karl Nurse; Darden Rice; and Ed Montanari (alternate). Support Staff: Dean Adamides, Fire Division Chief Cindy Sheppard, City Council Administrative Officer A. Call to Order B. Approval of Agenda C. Approval of Minutes 1. April 13, 2017 D. New/Deferred Business 1. April 27, 2017 a. Police Headquarters Part 2 1. Photovoltaic Panels (Raul Quintana) 2. Financing Plan (Anne Fritz) b. Consideration of a requirement for a city contractor securing future contracts of at least $2,000,000 to provide a minimum wage of at least $10.00 per hour with a schedule to raise this over time. (CM Nurse, Chris Guella) E. Upcoming Meetings Agenda Tentative Issues 1. May 11, 2017 a. Forgotten Firefighters (Chris Guella) b. Quarterly Financial Reports (Anne Fritz) c. Airbnb to collect sales tax and tourist taxes from guests (Legal) 2. May 25, 2017 a. Changes to purchasing requirements to include life cycle costs. (Louis Moore) b. Quarterly Grants Report (Shirmatee Ojah-Maharaj) F. New Business Item Referrals G. Adjournment

2 ST. PETERSBURG CITY COUNCIL BUDGET, FINANCE & TAXATION COMMITTEE Minutes April 13, :00 City Hall Room 100 Present: Absent: Also: Committee Members Chair James R. Jim Kennedy, Jr., Vice Chair Charles Gerdes, Karl Nurse, Darden Rice and Ed Montanari (alternate). None Councilmember Steve Kornell; Chief Assistant City Attorney, Jeannine Williams; City Auditor, Bradley Scott; Finance Director, Anne Fritz; City Architect, Raul Quintana; Sr. Energy Engineer, Lisa Glover Henderson; PD Asst. Chief, Michael Kovacsev; PD Administrative Services Manager, Michael MacDonald; City Council Administrative Officer, Cindy Sheppard; Sustainability Manager, Sharon Wright; Fire Division Chief, Dean Adamides and Senior Deputy City Clerk, Cathy E. Davis. A. Call to Order Chair Kennedy called the meeting to order with the above persons present. B. Approval of Agenda In connection with the approval of the April 13th meeting agenda, Councilmember Gerdes motioned that the agenda be approved as written. All were in favor of the motion. Ayes. Kennedy. Gerdes. Rice. Nurse. Nays. None. Absent. None. Montanari (alt). C. Approval of Minutes 1. March 30, 2017 In connection with the approval of the March 30th, meeting minutes, Councilmember Gerdes motioned that the minutes be approved with two corrections. All were in favor of the motion. Ayes. Kennedy. Gerdes. Rice. Nurse. Nays. None. Absent. None. Montanari (alt).

3 D. New/Deferred Business 1a. Police Headquarters D1a1. Financing Plan (Anne Fritz) Ms. Fritz reviewed the financing plan regarding the Police Headquarters project which was included in the backup material. She stated there are varying funds being used from a revenue side. The plan has been to pay for the project with Penny for Pinellas dollars, the amount committed through FY2016 and prior years is $29.6M. Ms. Fritz reviewed estimates for the coming fiscal years up to and including FY2020. For the Police Headquarters facility the commitment amount that would be the source of repayment from Penny for Pinellas including the cash component and debt component is $49.8M. This information is detailed in the spreadsheet included in the backup. Ms. Fritz has received bids back for financing where the bond proceeds would be at $55.2M and that would allow the City to enter into contracts for the various components of Police Headquarters (training facility, parking garage, and QECB component). There could be other components that could theoretically qualify under the QECB. Ms. Fritz reviewed the provided spreadsheet numbers and components. Ms. Fritz also stated that we have very positive results in terms of financing costs. The committee took no action today and Ms. Fritz will come back in two weeks to the April 27 th Budget, Taxation and Finance Committee meeting with modified amounts tied to the actual bids. At that meeting Ms. Fritz will require action on a recommendation for award of the debt and a resolution to execute the debt instruments. The plan would then be to go to City Council and close the second week of May. D1a2. Photovoltaic Panels (Raul Quintana) Mr. Quintana opened the discussion with a review and that the team was waiting on bids that should be back next Thursday. Mr. Quintana stated the bids included the following alternatives: a base bid on the 195 MPH wind rating, bids on 156 MPH wind rating which is code for this building, and they also asked contractors provide options that included alternative cost savings. Mr. Quintana turned the presentation over to Ms. Glover Henderson who reviewed the PowerPoint presentation and backup material. Ms. Glover Henderson gave a summary of changes to the model and advised that the spreadsheets are setup and are ready to plug in the numbers when they receive the actual bids. Questions and discussion from the committee included: feedback from contractors regarding windspeed ratings, bids from contractors that would come in at the max budget of $2.75 million and the number of bids not be limited to three. Further discussion included funding the separate portions of the project i.e. only the infrastructure and not the solar panels. It was stated that the costs for infrastructure or solar panels would be roughly 50/50 of the overall costs. The efficiency of the solar panel system was a significant part of the conversation. There was concern that technology is getting more efficient and buying panels now will allow degradation of the panels and a situation where we miss out on better technology in the coming years. The committee discussed the possibility of making the structure solar ready with the anticipation of installing the solar panel portion when the technology is more efficient, possible 4 6 years down the road. With this suggestion, Ms. Fritz said that the project may become ineligible for the QECB credit. Ms. Fritz commented that the QECB credit is not tied specifically to this solar project but could be used for other things that meet criteria. In addressing technological advances, Ms. Glover Henderson mentioned that the technology related to the electrical components and conduits shouldn t change. It s the solar panel technology that s changing and those won t be bought and stored, rather bought when ready to be installed.

4 A question came up on why the Federal credit was removed from the spreadsheet. Ms. Glover Henderson explained that because we don t pay federal taxes, we can t claim this credit. On a question of the potential advantages of delaying the whole solar installation project, Mr. Quintana spoke to the cost savings of proceeding with building the structure and solar together. The savings of doing the infrastructure now is that all the resources will be available at the job site to do it then, otherwise, there will be a mobilization costs to get staff and equipment back out there. Mr. Quintana offered to come back with an answer after speaking with the contractor, but noted there will be savings to do it together (build garage, install solar). A short discussion ensued regarding clean energy. CM Rice mentioned the city s commitment to energy conservation and clean air and wants to commit to clean energy policies. CM Rice asked for Engineering to take a step back and look at the comprehensive steps taken for efficiency windows, HVAC system, etc. and show the public that the City is taking numerous steps towards efficiency, not just through solar power. In connection the topic Photovoltaic Panels at new police garage facility CM Gerdes motioned to defer this item until the April 27 th BF&T meeting and for staff to come back with the bid information. All were in favor of the revised motion. Ayes. Kennedy. Gerdes. Rice. Nurse. Nays. None. Montanari (Alt.) E. Upcoming Meetings Agenda Tentative Issues 1. April 27, 2017 a. Police Headquarters Part 2 Photovoltaic Panels and Financing Plan (Anne Fritz/Raul Quintana) b. Consideration of a requirement for a city contractor securing future contracts of at least $2,000,000 to provide a minimum wage of at least $10.00 per hour with a schedule to raise this over time. (CM Nurse) 2. May 11, 2017 a. Forgotten Firefighters (Chris Guella) b. Quarterly Financial Reports (Anne Fritz) c. Airbnb to collect sales tax and tourist taxes from guests (Legal) F. New Business Item Referrals G. Adjournment There being no further business, the meeting was adjourned at 9:23 a.m.

5 April 14, 2017 Memorandum To: Anne Fritz, Finance Director City of St. Petersburg From: Jay Glover, Managing Director Public Financial Management, Inc. Re: Non-Ad Valorem Revenue Note, Series 2017C Non-Ad Valorem Revenue Note, Series 2017D Taxable Non-Ad Valorem Revenue Note, Series 2017E Overview Public Financial Management, Inc. ( PFM ) was engaged by the City of St. Petersburg (the City ) to serve as financial advisor for the City s proposed issuance of Non-Ad Valorem Revenue Note, Series 2017C (the 2017C Note ), Non-Ad Valorem Revenue Note, Series 2017D (the 2017D Note ) and Taxable Non-Ad Valorem Revenue Note, Series 2017E (the 2017E Note ). The 2017C Note is being issued to finance the costs of a public safety facility to house the City s Police Department in an amount not to exceed $40,500,000. The 2017D Note is being issued to finance the cost of a parking structure and training facility in an amount not to exceed $13,000,000. The 2017E Note is being issued to finance the cost of a 489 kw solar photo voltaic system in an amount not exceed $2,575,000. Based on the characteristics of the 2017 Notes (term and size), it was determined that direct placement bank loans would be the best financing vehicle to utilize for the 2017 Notes. At the City s direction, PFM distributed a request for proposals ( RFP ) on March 13, 2017 to a list of local, regional and national financial institutions to identify the institution(s) that could provide the City with fixed rate, non-bank qualified term loans at the lowest overall borrowing cost, pursuant to certain conditions as determined by the City. Prior to the submittal deadline (April 3, 2017 by 2:00 PM EST) the City received proposals from the following firms: o 2017C Note: Bank of America Merrill Lynch, JP Morgan Chase Bank, Pinnacle Public Finance, State Street, SunTrust Bank, TD Bank and Wells Fargo o 2017D Note: Bank of America Merrill Lynch, Hancock Bank, JP Morgan Chase Bank, Pinnacle Public Finance, State Street, SunTrust Bank, TD Bank and Wells Fargo o 2017E Note: Banc of America Leasing & Capital LLC, JP Morgan Chase Bank, Pinnacle Public Finance, State Street, SunTrust Equipment Finance and Leasing Corporation and TD Bank

6 A summary of each proposal is included as Exhibit A. 2017C Recommendation Based on PFM s review and discussions with City staff and Bond Counsel, it was determined that TD Bank provided the best combination of interest rate and terms on the 2017C Note. Their proposal provided for an interest rate of 1.73% that would be locked through the closing date of May 12, which eliminates any risk associated with rising interest rates between the proposal submittal date and closing. Since a portion of the 2017C Note will be paid from revenues received from Pinellas County via an interlocal agreement with the City, it is important for the City to have prepayment flexibility on the 2017C Note. Therefore, the City is planning to increase the interest rate on the 2017C Note by 10 basis points in order to make it callable at any time with no penalty. The final locked interest rate will be 1.83%. TD Bank s proposal also included various terms and conditions that are favorable to the City, one of the most important being interest rate adjustment language only as a result of a determination of taxability as a result of action or inaction of the City. 2017D Recommendation Based on PFM s review and discussions with City staff and Bond Counsel, it was determined that TD Bank also provided the best combination of interest rate and terms on the 2017D Note. Their proposal provided for an interest rate of 1.84% that would be locked through the closing date of May 12, which eliminates any risk associated with rising interest rates between the proposal submittal date and closing. The City does not intend to need the ability for optional prepayment prior to maturity on the 2017D Note, so it has elected not to increase the interest rate by 14 basis points for this flexibility. TD Bank s proposal also included various terms and conditions that are favorable to the City, one of the most important being interest rate adjustment language only as a result of a determination of taxability as a result of action or inaction of the City. 2017E Recommendation The 2017E Note is being issued as Qualified Energy Conservation Bond (QECB). As a result, the 2017E Note will be issued with a taxable interest rate and the City will receive a rebate of 70% of the Qualified Tax Credit Bond Rate (QTCBR). Currently the QTCBR is 4.46% meaning the rebate will be 3.12% (subject to sequestration). Based on PFM s review and discussions with City staff and Bond Counsel, it was determined that Banc of America Leasing & Capital, LLC (BALC) provided the best combination of interest rate and terms on the 2017E Note. Their proposal provided for a taxable interest rate of 3.87% that would be locked through the closing date of May 12, which eliminates any risk associated with rising interest rates between the proposal submittal date and closing. Taking the rebate into account the net interest rate paid by the City would be 0.75%. The City would also have optional prepayment

7 flexibility in whole at any time at 102% of par. BALC s proposal also included various terms and conditions that are acceptable to the City. Based on the locked fixed interest rates and acceptable terms and conditions, PFM recommends that the City award the 2017C Note and 2017D Note to TD Bank and the 2017E Note to Banc of America Leasing & Capital, LLC. We anticipate bringing this before the Budget, Finance & Taxation Committee at the April 27 meeting and to the City Council for consideration at the May 4 meeting. If you have any questions please feel free to contact me at or gloverj@pfm.com.

8 2017C Note Proposal Summary

9 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C Bank Loan RFP Summary Proposal Requirements Bank of America JP Morgan Pinnacle Public Finance Contact Information Holly Kuhlman, Senior Vice President 9128 Strada Place, Suite Naples, Florida (239) John McAuley, Executive Director 100 N. Tampa St. Tampa, Florida (813) Blair Swain, Senior Vice President 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona (480) Tax-Exempt Interest Rate Indicative: 1.75% Indicative: 1.76% Fixed: 2.185% Rate Locked to Closing, or Date to be set Actual rate will be set 2 business days prior to closing Indicative rates are as of April 3, 2017 and are subject to change daily until a written rate lock letter agreement has been executed Rate is valid through May 12, 2017 Calculation for Rate Setting 38 month swap for a fixed rate with a swap with 3 month LIBOR as the floating rate as determined by linear interpolation. Credit Spread will be negative seven (-.07%) Not Provided N/A Interest Rate Adjustments Determination of Taxability as a result of action or inaction of the City. Determination of taxability Determination of Taxability as a result of action or inaction of the City. Taxable rate of 3.362%. Prepayment Options Prepayable in full or part at any time with a prepayment/breakage fee calculated by the Bank Standard Make Whole Call Not subject to prepayment Legal/Other Fees $5,500 $7,000 $5,000 Other Conditions 1) Term sheet shall automatically expire 15 days from proposal date 2) Pricing formula is valid only if the loan is closed on or before May 31, ) Must provide audited financials within 270 days and other reasonably requested information 4) Late fee of 4% to be imposed on any payment more than 15 days late 5) Default rate equal to the maximum rate permitted by law. 6) See proposal for indemnification/governing law/jury trail waiver/venue 7) Downgrade below investment grade (BBB-) shall trigger the default rate 1) Base rate equal to the higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate 2) Default rate = Base Rate % 3) Anti-Dilution Test of 2.00x 4) Must provide audited financials within 180 days of fiscal year end and other reasonably requested information 5) Waiver of jury trail and FL governing law 1) Lender prefers the proceeds be deposited into an escrow account managed by a third-party escrow provider to manage disbursements during the construction phase (subject to negotiation) 2) Lender accepts the Anti-Dilution Test provided in the request 3) Must provide audited financials within 210 days and other reasonably requested information 4) Subject to final credit approval

10 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C Bank Loan RFP Summary Proposal Requirements Contact Information State Street SunTrust TD Bank Wells Fargo Jill Wilkinson, Market President Rob Catoe, Senior Relationship Manager th Avenue North 2307 West Kennedy Blvd St. Petersburg, Florida Tampa, Florida (727) (813) Thomas Henderson, Vice President One Lincoln Street, 5th Floor Boston, Massachusetts (617) Vicki Parker, Senior Vice President 100 S. Ashley Drive, Suite 820 Tampa, Florida (813) Tax-Exempt Interest Rate Option 1: Indicative: 1.53% (Margin Rate Factor) Option 2: Indicative: 1.78% (Non-Margin Rate Factor) Fixed: 2.03% Fixed: 1.73% Indicative: 1.98% Rate Locked to Closing, or Date to be set Indicative rates are as of March 30, 2017 and subject to change until a rate lock is executed no more than 5 days prior to closing Rate locked for 45 days Rate will be held until May 12, 2017 Actual rate will be set 2-3 business days prior to closing Calculation for Rate Setting Not Provided N/A N/A "Bank Cost of Funds Rate" + 25 bps Interest Rate Adjustments If Margin Rate Factor option is selected, interest rate will be subject to adjustment upon a change in the maximum corporate tax rate. Also contains a determination of taxability provision. Also contains increased cost provision (see proposal). Determination of taxability provision. Lender also has the option to adjust the interest rate upwards in the event of a decrease in the marginal maximum corporate tax rate (Can be waived for 21 bps) Determination of Taxability as a result of action or inaction of the City. Determination of Taxability as a result of action or inaction of the City. Prepayment Options Make Whole Provision Prepay on any business day in whole or in part at par plus accrued interest with no prepayment penalty Option 1: Prepayment provision with a "Yield Maintenance Fee" Option 2: No Prepayment Penalty at the cost of 10 bps Make Whole Provision Legal/Other Fees $30,000 $9,500 (additional $1,500 for second Loan) $9,500 ($1,500 for each additional series) $25,000 Other Conditions 1) Borrower shall maintain public ratings on its other bonds secured by a CBA from at least 2 of the 3 rating agencies. If there are no outstanding parity bonds, the borrower shall maintain at least two public long term issuer or counterparty ratings from the 3 rating agencies 2) Must provide audited financials within 180 days of fiscal year end, internal statements within 60 days of quarterly or semi-annual fiscal period, and any prospectus, offering memorandum and official statement to any parity bonds within 30 days 3) If any rating on CBA debt is withdrawn, suspended or drops below BBB the Notes shall bear interest at default rate 4) Default rate = Fixed Rate + 3% and acceleration is remedy upon default 5) Proposal expires on April 24, 2017 unless accepted by the City 6) Subject to final credit approval 1) Anti-dilution test of 2.00x 2) Must provide audited financials within 270 days of fiscal year end 3) Borrower agrees to authorize Lender to debit a deposit account with SunTrust for all amounts due on loan 4) Customary events of default. If acceleration is not a remedy the default rate shall be increased from Prime + 8% to the maximum rate permitted by law. Also provision that if other lenders have acceleration then SunTrust gets same right. 1) If any payment due to the Bank is more than 15 days overdue, a late charge of 6% of the overdue payment shall be assessed 2) Default rate = Prime Rate + 6% and acceleration upon payment default 3) Provide on an annual basis audited financial statements within 210 days after FY end and annual budget within 60 days after its adoption 4) Additional Bonds Test: 2.00x 5) If unenhanced long term rating is withdrawn, suspended or drops below BBB+ then the interest rate adjusted to default rate. If no rating then coverage below 1.50 times results in default rate. 1) Anti Dilution Test as defined in the RFP 2) Must provide audited financials within 270 days of fiscal year end and budget and CIP within 60 days 3) Default rate of greatest of: i) Prime Rate + 4%, ii) Federal Funds + 5% and iii) 10%. 4) Events of default include rating below BBB- 5) Acceleration upon payment default and other events of default if this is condition of other debt secured by CBA 6) Waiver of jury trail and indemnification

11 2017D Note Proposal Summary

12 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D Bank Loan RFP Summary Proposal Requirements Bank of America Hancock Bank JP Morgan Pinnacle Public Finance Contact Information Holly Kuhlman, Senior Vice President 9128 Strada Place, Suite Naples, Florida (239) Steven Cole, Senior Vice President 113 Designer Circle Dothan, Alabama (334) John McAuley, Executive Director 100 N. Tampa St. Tampa, Florida (813) Blair Swain, Senior Vice President 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona (480) Tax-Exempt Fixed Interest Rate Indicative: 1.89% Fixed: 2.25% Option 1: Indicative: 1.98% (Make Whole) Option 2: Indicative: 2.02% (12/1/2020 Call) Fixed: 2.235% Rate Locked to Closing, or Date to be set Actual rate will be set 2 business days prior to closing Rate will be held for 40 days if the proposal is accepted within 5 days Indicative rates are as of April 3, 2017 and are subject to change daily until a written rate lock letter agreement has been executed Rate is valid through May 12, 2017 Calculation 44 month swap for a fixed rate with a swap with 3 month LIBOR as the floating rate as determined by linear interpolation. Credit Spread will be negative two (-.02%) N/A Not Provided N/A Interest Rate Adjustments Determination of Taxability as a result of action or inaction of the City. Determination of Taxability as a result of action or inaction of the City. Determination of taxability None Prepayment Options Prepayable in full or part at any time with a prepayment/breakage fee calculated by the Bank Prepayable in whole on any date and in part on any payment date without penalty Option 1: Standard Make Whole Option 2: 12/1/2020 Call at Par Prepayable in whole, but not in part at any time beginning December 1, 2020 Legal/Other Fees $5,500 $4,000 $7,000 $5,000 Other Conditions 1) Term sheet shall automatically expire 15 days 1) Must provide audited financials within 210 from proposal date days of fiscal year end and other reasonably 2) Pricing formula is valid only if the loan is requested information closed on or before May 31, ) Additional Bonds Test of 2.00x 3) Must provide audited financials within 270 3) Debt Service Fund required for set aside of days and other reasonably requested information P&I payments 4) Late fee of 4% to be imposed on any payment 4) Default rate of 6% more than 15 days late 5) Default rate equal to the maximum rate permitted by law. 6) See proposal for indemnification/governing law/jury trail waiver/venue 7) Downgrade below investment grade (BBB-) shall trigger the default rate 1) Base rate equal to the higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate 2) Default rate = Base Rate % 3) Anti-Dilution Test of 2.00x 4) Must provide audited financials within 180 days of fiscal year end and other reasonably requested information 5) Waiver of jury trail and FL governing law 1) Lender prefers the proceeds be deposited into an escrow account managed by a third-party escrow provider to manage disbursements during the construction phase (subject to negotiation) 2) Lender accepts the Anti-Dilution Test provided in the request 3) Must provide audited financials within 210 days and other reasonably requested information 4) Subject to final credit approval

13 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D Bank Loan RFP Summary Proposal Requirements Contact Information State Street SunTrust TD Bank Wells Fargo Jill Wilkinson, Market President Rob Catoe, Senior Relationship Manager th Avenue North 2307 West Kennedy Blvd St. Petersburg, Florida Tampa, Florida (727) (813) Thomas Henderson, Vice President One Lincoln Street, 5th Floor Boston, Massachusetts (617) Vicki Parker, Senior Vice President 100 S. Ashley Drive, Suite 820 Tampa, Florida (813) Tax-Exempt Fixed Interest Rate Option 1: Indicative: 1.66% (Margin Rate Factor) Option 2: Indicative: 1.94% (Non-Margin Rate Factor) Fixed: 2.20% Fixed: 1.84% Indicative: 2.13% Rate Locked to Closing, or Date to be set Indicative rates are as of March 30, 2017 and subject to change until a rate lock is executed no more than 5 days prior to closing Rate locked for 45 days Rate will be held until May 12, 2017 Actual rate will be set 2-3 business days prior to closing Calculation Not Provided N/A N/A "Bank Cost of Funds Rate" + 30 bps Interest Rate Adjustments If Margin Rate Factor option is selected, interest rate will be subject to adjustment upon a change in the maximum corporate tax rate. Also contains a determination of taxability provision. Also contains increased cost provision (see proposal). Determination of taxability provision. Lender also has the option to adjust the interest rate upwards in the event of a decrease in the marginal maximum corporate tax rate (Can be waived for 26 bps) Determination of Taxability as a result of action or inaction of the City. Determination of Taxability as a result of action or inaction of the City. Prepayment Options Make Whole Provision Prepay on any business day in whole or in part at par plus accrued interest with no prepayment penalty Option 1: Prepayment provision with a "Yield Maintenance Fee" Option 2: No Prepayment Penalty at the cost of 14 bps Make Whole Provision Legal/Other Fees $30,000 $9,500 (additional $1,500 for second Loan) $9,500 ($1,500 for each additional series) $25,000 Other Conditions 1) Borrower shall maintain public ratings on its other bonds secured by a CBA from at least 2 of the 3 rating agencies. If there are no outstanding parity bonds, the borrower shall maintain at least two public long term issuer or counterparty ratings from the 3 rating agencies 2) Must provide audited financials within 180 days of fiscal year end, internal statements within 60 days of quarterly or semi-annual fiscal period, and any prospectus, offering memorandum and official statement to any parity bonds within 30 days 3) If any rating on CBA debt is withdrawn, suspended or drops below BBB the Notes shall bear interest at default rate 4) Default rate = Fixed Rate + 3% and acceleration is remedy upon default 5) Proposal expires on April 24, 2017 unless accepted by the City 6) Subject to final credit approval 1) Anti-dilution test of 2.00x 2) Must provide audited financials within 270 days of fiscal year end 3) Borrower agrees to authorize Lender to debit a deposit account with SunTrust for all amounts due on loan 4) Customary events of default. If acceleration is not a remedy the default rate shall be increased from Prime + 8% to the maximum rate permitted by law. Also provision that if other lenders have acceleration then SunTrust gets same right. 1) If any payment due to the Bank is more than 15 days overdue, a late charge of 6% of the overdue payment shall be assessed 2) Default rate = Prime Rate + 6% and acceleration upon payment default 3) Provide on an annual basis audited financial statements within 210 days after FY end and annual budget within 60 days after its adoption 4) Additional Bonds Test: 2.00x 5) If unenhanced long term rating is withdrawn, suspended or drops below BBB+ then the interest rate adjusted to default rate. If no rating then coverage below 1.50 times results in default rate. 1) Anti Dilution Test as defined in the RFP 2) Must provide audited financials within 270 days of fiscal year end and budget and CIP within 60 days 3) Default rate of greatest of: i) Prime Rate + 4%, ii) Federal Funds + 5% and iii) 10%. 4) Events of default include rating below BBB- 5) Acceleration upon payment default and other events of default if this is condition of other debt secured by CBA 6) Waiver of jury trail and indemnification

14 2017E Note Proposal Summary

15 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017E Bank Loan RFP Summary Proposal Requirements Banc of America Public Capital Corp. JP Morgan Pinnacle Public Finance Contact Information Geoff Culm, Senior Vice President 135 S. LaSalle Street, 10th Floor Chicago, Illinois (312) John McAuley, Executive Director 100 N. Tampa St. Tampa, Florida (813) Blair Swain, Senior Vice President 8377 E. Hartford Drive, Suite 115 Scottsdale, Arizona (480) Tax-Exempt Fixed Interest Rate Fixed: 3.87% Option 1: Indicative: 4.00% (Make Whole) Option 2: Indicative: 4.39% (12/1/2020 Call) Option 3: Indicative: 4.25% (12/1/2022 Call) Fixed: 4.115% Rate Locked to Closing, or Date to be set If proposal is accepted within 10 business days, the rate will be held for 45 days. Alternatively, the rate will be set no more than 15 days prior to funding based on index below Indicative rates are as of April 3, 2017 and are subject to change daily until a written rate lock letter agreement has been executed Rate is valid through May 12, 2017 Calculation 10-Yr Swap Rate bps Not Provided N/A Prepayment Options Prepay in whole but not in part at 102% of par Option 1: Standard Make Whole Call Option 2: 12/1/2020 Call Option 3: 12/1/2022 Call Prepayable in whole, but not in part at any time beginning December 1, 2022 Legal/Other Fees None $7,000 $5,000 Other Conditions 1) Subject to final credit approval 2) Proposal will expire if not accepted within 10 days 3) If interest rate is locked, the borrower agrees to not seek funding for the project with another lender for a period of six months 4) Transaction must be fully funded for specific equipment within 180 days of proposal or pricing may be adjusted 1) Base rate equal to the higher of (i) the Bank's Prime Rate and (ii) 2.5% plus the one month Adjusted LIBOR Rate 2) Default rate = Base Rate % 3) Anti-Dilution Test of 2.00x 4) Must provide audited financials within 180 days of fiscal year end and other reasonably requested information 5) Waiver of jury trail and FL governing law 1) Lender prefers the proceeds be deposited into an escrow account managed by a third-party escrow provider to manage disbursements during the construction phase (subject to negotiation) 2) Lender accepts the Anti-Dilution Test provided in the request 3) Must provide audited financials within 210 days and other reasonably requested information 4) Subject to final credit approval

16 City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017E Bank Loan RFP Summary Proposal Requirements Contact Information State Street SunTrust Equipment Finance & Leasing TD Bank Jill Wilkinson, Market President th Avenue North St. Petersburg, Florida (727) Thomas Henderson, Vice President One Lincoln Street, 5th Floor Boston, Massachusetts (617) Rob Catoe, Senior Relationship Manager 2307 West Kennedy Blvd Tampa, Florida (813) Tax-Exempt Fixed Interest Rate Indicative: 3.86% 4.21% Fixed: 3.97% Rate Locked to Closing, or Date to be set Indicative rates are as of March 30, 2017 and subject to change until a rate lock is executed no more than 5 days prior to closing Not Specified Rate will be held until May 12, 2017 Calculation Not Provided Not Specified N/A Prepayment Options Make Whole Provision Prepayable in whole on any payment date at a premium of 3% in 2027, 2% in 2028, 1% in 2029 and at par thereafter Option 1: Prepayment provision with a "Yield Maintenance Fee" Option 2: No Prepayment Penalty at the cost of 38 bps Legal/Other Fees $30,000 $5,000 $9,500 ($1,500 for each additional series) Other Conditions 1) Borrower shall maintain public ratings on its other bonds secured by a CBA from at least 2 of the 3 rating agencies. If there are no outstanding parity bonds, the borrower shall maintain at least two public long term issuer or counterparty ratings from the 3 rating agencies 2) Must provide audited financials within 180 days of fiscal year end, internal statements within 60 days of quarterly or semi-annual fiscal period, and any prospectus, offering memorandum and official statement to any parity bonds within 30 days 3) If any rating on CBA debt is withdrawn, suspended or drops below BBB the Notes shall bear interest at default rate 4) Default rate = Fixed Rate + 3% and acceleration is remedy upon default 5) Proposal expires on April 24, 2017 unless accepted by the City 6) Subject to final credit approval 1) Subject to final credit approval 2) Proposal expires on April 10, 2017, if not awarded before that date 1) If any payment due to the Bank is more than 15 days overdue, a late charge of 6% of the overdue payment shall be assessed 2) Default rate = Prime Rate + 6% and acceleration upon payment default 3) Provide on an annual basis audited financial statements within 210 days after FY end and annual budget within 60 days after its adoption 4) Additional Bonds Test: 2.00x 5) If unenhanced long term rating is withdrawn, suspended or drops below BBB+ then the interest rate adjusted to default rate. If no rating then coverage below 1.50 times results in default rate.

17 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 1 SOURCES AND USES OF FUNDS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- Preliminary Final Numbers Lender: TD Bank Non Ad Valorem Non Ad Valorem Revenue Note, Revenue Note, Sources: Series 2017C Series 2017D Total Bond Proceeds: Par Amount 40,095, ,515, ,610, ,095, ,515, ,610, Non Ad Valorem Non Ad Valorem Revenue Note, Revenue Note, Uses: Series 2017C Series 2017D Total Project Fund Deposits: Police Headquarters Facility 40,000, ,000, Pistol Range and Training Facility 6,200, ,200, Parking Garage 6,272, ,272, ,000, ,472, ,472, Delivery Date Expenses: Cost of Issuance 93, , , Other Uses of Funds: Additional Proceeds 1, , , ,095, ,515, ,610,000.00

18 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 2 BOND SUMMARY STATISTICS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- Preliminary Final Numbers Lender: TD Bank Dated Date 05/12/2017 Delivery Date 05/12/2017 Last Maturity 12/01/2022 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Duration of Issue (years) Par Amount 52,610, Bond Proceeds 52,610, Total Interest 3,070, Net Interest 3,070, Total Debt Service 55,680, Maximum Annual Debt Service 29,976, Average Annual Debt Service 10,027, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 52,610, % , ,610, , All-In Arbitrage TIC TIC Yield Par Value 52,610, ,610, ,610, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -131, Other Amounts Target Value 52,610, ,478, ,610, Target Date 05/12/ /12/ /12/2017 Yield % % %

19 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 3 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- Preliminary Final Numbers Lender: TD Bank Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 8,980,000 ** % 482, ,462, ,944, /01/ , , /01/2019 9,140,000 ** % 399, ,539, ,939, /01/ , , /01/ ,345,000 ** % 315, ,660, ,976, /01/ , , /01/2021 2,550, % 47, ,597, ,644, /01/ , , /01/2022 2,595, % 23, ,618, ,642, ,610,000 3,070, ,680, ,680,686.80

20 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 4 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C --- Police Headquarters Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 6,565, % 366, ,931, ,298, /01/ , , /01/2019 6,685, % 306, ,991, ,298, /01/ , , /01/ ,845, % 245, ,090, ,336, ,095,000 2,244, ,339, ,339,195.34

21 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 5 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D --- Pistol Range / Training Facility and Parking Garage Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 2,415, % 115, ,530, ,645, /01/ , , /01/2019 2,455, % 92, ,547, ,640, /01/ , , /01/2020 2,500, % 70, ,570, ,640, /01/ , , /01/2021 2,550, % 47, ,597, ,644, /01/ , , /01/2022 2,595, % 23, ,618, ,642, ,515, , ,341, ,341,491.46

22 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 6 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- Preliminary Final Numbers Lender: TD Bank Cost of Issuance $/1000 Amount Financial Advisor Fee , Bond Counsel Fee , Bank Counsel Fee , ,696.75

23 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 7 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C --- Police Headquarters Cost of Issuance $/1000 Amount Financial Advisor Fee , Bond Counsel Fee , Bank Counsel Fee , ,675.75

24 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 8 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D --- Pistol Range / Training Facility and Parking Garage Cost of Issuance $/1000 Amount Bond Counsel Fee , Bank Counsel Fee , Financial Advisor Fee , ,021.00

25 Apr 19, :40 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:2017C_D) Page 9 FORM 8038 STATISTICS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- Preliminary Final Numbers Lender: TD Bank Dated Date 05/12/2017 Delivery Date 05/12/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2018 6,565, % ,565, ,565, /01/2018 2,415, % ,415, ,415, /01/2019 6,685, % ,685, ,685, /01/2019 2,455, % ,455, ,455, /01/ ,845, % ,845, ,845, /01/2020 2,500, % ,500, ,500, /01/2021 2,550, % ,550, ,550, /01/2022 2,595, % ,595, ,595, ,610, ,610, ,610, Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/ % 2,595, ,595, Entire Issue 52,610, ,610, % Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 131, Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00

26 Apr 19, :45 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:QECB-QECB) Page 1 Sources: SOURCES AND USES OF FUNDS City of St Petersburg, Florida Taxable Non Ad Valorem Revenue Note (QECB), Series 2017E --- Preliminary Final Numbers Lender: Banc of America Leasing & Capital, LLC Bond Proceeds: Par Amount 2,570, ,570, Uses: Project Fund Deposits: Project Fund 2,551, Delivery Date Expenses: Cost of Issuance 18, ,570,000.00

27 Apr 19, :45 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:QECB-QECB) Page 2 BOND SUMMARY STATISTICS City of St Petersburg, Florida Taxable Non Ad Valorem Revenue Note (QECB), Series 2017E --- Preliminary Final Numbers Lender: Banc of America Leasing & Capital, LLC Dated Date 05/12/2017 Delivery Date 05/12/2017 Last Maturity 12/01/2032 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Duration of Issue (years) Par Amount 2,570, Bond Proceeds 2,570, Total Interest 920, Net Interest 920, Total Debt Service 3,490, Maximum Annual Debt Service 229, Average Annual Debt Service 224, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 2,570, % , ,570, , All-In Arbitrage TIC TIC Yield Par Value 2,570, ,570, ,570, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -18, Other Amounts Target Value 2,570, ,551, ,570, Target Date 05/12/ /12/ /12/2017 Yield % % %

28 Apr 19, :45 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:QECB-QECB) Page 3 BOND DEBT SERVICE City of St Petersburg, Florida Taxable Non Ad Valorem Revenue Note (QECB), Series 2017E --- Preliminary Final Numbers Lender: Banc of America Leasing & Capital, LLC Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/ , % 49, , , /01/ , , /01/ , % 47, , , /01/ , , /01/ , % 44, , , /01/ , , /01/ , % 41, , , /01/ , , /01/ , % 39, , , /01/ , , /01/ , % 36, , , /01/ , , /01/ , % 33, , , /01/ , , /01/ , % 29, , , /01/ , , /01/ , % 26, , , /01/ , , /01/ , % 23, , , /01/ , , /01/ , % 19, , , /01/ , , /01/ , % 16, , , /01/ , , /01/ , % 12, , , /01/2031 8, , /01/ , % 8, , , /01/2032 4, , /01/ , % 4, , , ,570, , ,490, ,490,194.63

29 Apr 19, :45 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:QECB-QECB) Page 4 COST OF ISSUANCE City of St Petersburg, Florida Taxable Non Ad Valorem Revenue Note (QECB), Series 2017E --- Preliminary Final Numbers Lender: Banc of America Leasing & Capital, LLC Cost of Issuance $/1000 Amount Bond Counsel Fee , Financial Advisor Fee , ,598.00

30 Apr 19, :45 am Prepared by Public Financial Management, Inc. (Finance St_Petersburg:QECB-QECB) Page 5 FORM 8038 STATISTICS City of St Petersburg, Florida Taxable Non Ad Valorem Revenue Note (QECB), Series 2017E --- Preliminary Final Numbers Lender: Banc of America Leasing & Capital, LLC Dated Date 05/12/2017 Delivery Date 05/12/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , /01/ , % , , ,570, ,570, ,570, Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/ % 220, , Entire Issue 2,570, ,570, % Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 18, Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00

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55 SOURCES AND USES OF FUNDS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- FINAL NUMBERS Lender: TD Bank Non Ad Valorem Non Ad Valorem Revenue Note, Revenue Note, Sources: Series 2017C Series 2017D Total Bond Proceeds: Par Amount 40,095, ,515, ,610, ,095, ,515, ,610, Non Ad Valorem Non Ad Valorem Revenue Note, Revenue Note, Uses: Series 2017C Series 2017D Total Project Fund Deposits: Police Headquarters Facility 40,000, ,000, Pistol Range and Training Facility 6,200, ,200, Parking Garage 6,272, ,272, ,000, ,472, ,472, Cost of Issuance: Financial Advisor Fee 32, , , Bond Counsel Fee 56, , , Bond Counsel Expenses 1, , , Bank Counsel Fee 4, , , Miscellaneous 1, , , , , , ,095, ,515, ,610, Prepared by PFM Financial Advisors LLC Page 1

56 BOND SUMMARY STATISTICS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- FINAL NUMBERS Lender: TD Bank Dated Date 05/12/2017 Delivery Date 05/12/2017 Last Maturity 12/01/2022 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Duration of Issue (years) Par Amount 52,610, Bond Proceeds 52,610, Total Interest 3,070, Net Interest 3,070, Total Debt Service 55,680, Maximum Annual Debt Service 29,976, Average Annual Debt Service 10,027, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 52,610, % , ,610, , All-In Arbitrage TIC TIC Yield Par Value 52,610, ,610, ,610, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -137, Other Amounts Target Value 52,610, ,472, ,610, Target Date 05/12/ /12/ /12/2017 Yield % % % Prepared by PFM Financial Advisors LLC Page 2

57 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- FINAL NUMBERS Lender: TD Bank Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 8,980,000 ** % 482, ,462, ,944, /01/ , , /01/2019 9,140,000 ** % 399, ,539, ,939, /01/ , , /01/ ,345,000 ** % 315, ,660, ,976, /01/ , , /01/2021 2,550, % 47, ,597, ,644, /01/ , , /01/2022 2,595, % 23, ,618, ,642, ,610,000 3,070, ,680, ,680, Prepared by PFM Financial Advisors LLC Page 3

58 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C --- Police Headquarters Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 6,565, % 366, ,931, ,298, /01/ , , /01/2019 6,685, % 306, ,991, ,298, /01/ , , /01/ ,845, % 245, ,090, ,336, ,095,000 2,244, ,339, ,339, Prepared by PFM Financial Advisors LLC Page 4

59 BOND DEBT SERVICE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D --- Pistol Range / Training Facility and Parking Garage Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/ , , , /01/ , , /01/2018 2,415, % 115, ,530, ,645, /01/ , , /01/2019 2,455, % 92, ,547, ,640, /01/ , , /01/2020 2,500, % 70, ,570, ,640, /01/ , , /01/2021 2,550, % 47, ,597, ,644, /01/ , , /01/2022 2,595, % 23, ,618, ,642, ,515, , ,341, ,341, Prepared by PFM Financial Advisors LLC Page 5

60 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- FINAL NUMBERS Lender: TD Bank Cost of Issuance $/1000 Amount Financial Advisor Fee , Bond Counsel Fee , Bond Counsel Expenses , Bank Counsel Fee , Miscellaneous , , Prepared by PFM Financial Advisors LLC Page 6

61 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C --- Police Headquarters Cost of Issuance $/1000 Amount Financial Advisor Fee , Bond Counsel Fee , Bond Counsel Expenses , Bank Counsel Fee , Miscellaneous , , Prepared by PFM Financial Advisors LLC Page 7

62 COST OF ISSUANCE City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017D --- Pistol Range / Training Facility and Parking Garage Cost of Issuance $/1000 Amount Bond Counsel Fee , Bond Counsel Expenses , Bank Counsel Fee , Financial Advisor Fee , Miscellaneous , , Prepared by PFM Financial Advisors LLC Page 8

63 FORM 8038 STATISTICS City of St. Petersburg, Florida Non Ad Valorem Revenue Note, Series 2017C and D --- FINAL NUMBERS Lender: TD Bank Dated Date 05/12/2017 Delivery Date 05/12/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2018 6,565, % ,565, ,565, /01/2018 2,415, % ,415, ,415, /01/2019 6,685, % ,685, ,685, /01/2019 2,455, % ,455, ,455, /01/ ,845, % ,845, ,845, /01/2020 2,500, % ,500, ,500, /01/2021 2,550, % ,550, ,550, /01/2022 2,595, % ,595, ,595, ,610, ,610, ,610, Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/ % 2,595, ,595, Entire Issue 52,610, ,610, % Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 137, Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Prepared by PFM Financial Advisors LLC Page 9

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